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<SEC-DOCUMENT>0000897069-03-000056.txt : 20030114
<SEC-HEADER>0000897069-03-000056.hdr.sgml : 20030114
<ACCEPTANCE-DATETIME>20030113153201
ACCESSION NUMBER:		0000897069-03-000056
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20021128
FILED AS OF DATE:		20030113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARCUS CORP
		CENTRAL INDEX KEY:			0000062234
		STANDARD INDUSTRIAL CLASSIFICATION:	HOTELS & MOTELS [7011]
		IRS NUMBER:				391139844
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0527

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12604
		FILM NUMBER:		03512239

	BUSINESS ADDRESS:	
		STREET 1:		250 EAST WISCONSIN AVE
		STREET 2:		SUITE 1700
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53202-4220
		BUSINESS PHONE:		4142726020

	MAIL ADDRESS:	
		STREET 1:		250 EAST WISCONSIN AVENUE
		STREET 2:		STE 1700
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53202-4220
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>irm90.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended November 28, 2002

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission File Number 1-12604

                             THE MARCUS CORPORATION
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Wisconsin                                      39-1139844
 -------------------------------------                --------------------------
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                         Identification No.


     250 East Wisconsin Avenue, Suite 1700
              Milwaukee, Wisconsin                               53202
 -----------------------------------------------      --------------------------
    (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (414) 905-1000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934,
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to filing
requirements for the past 90 days.

                          Yes  X                No
                             -----                 -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

COMMON STOCK OUTSTANDING AT JANUARY 8, 2003 - 19,883,223
CLASS B COMMON STOCK OUTSTANDING AT JANUARY 8, 2003 - 9,506,661

<PAGE>

                             THE MARCUS CORPORATION
                             ----------------------

                                      INDEX
                                      -----


PART I - FINANCIAL INFORMATION                                              Page
                                                                            ----
Item 1.   Consolidated Financial Statements:

          Balance Sheets
          (November 28, 2002 and May 30, 2002).........................        3

          Statements of Earnings
          (Thirteen and twenty-six weeks ended
          November 28, 2002 and November 29, 2001).....................        5

          Statements of Cash Flows
          (Twenty-six weeks ended November 28, 2002 and
          November 29, 2001)...........................................        6

          Condensed Notes to Financial Statements......................        7

Item 2.   Management's Discussion and Analysis of Results of
          Operations and Financial Condition...........................        9

Item 3.   Quantitative and Qualitative Disclosures About Market Risk...       17

Item 4.   Procedures and Controls......................................       17

PART II - OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders..........       18

Item 6.   Exhibits and Reports on Form 8-K.............................       19

Signatures.............................................................      S-1

Certifications.........................................................      S-2

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

THE MARCUS CORPORATION
Consolidated Balance Sheets


                                            (Unaudited)             (Audited)
                                            November 28,              May 30,
                                               2002                    2002
                                            ------------            ---------
                                                       (in thousands)
ASSETS
Current assets:
     Cash and cash equivalents              $  2,629                $  5,614
     Accounts and notes receivable            13,602                  16,044
     Receivables from joint ventures           3,190                   3,760
     Refundable income taxes                       -                   4,947
     Real estate and development costs         1,493                   2,532
     Other current assets                      5,089                   4,512
                                            --------                --------
         Total current assets                 26,003                  37,409

Property and equipment:
     Land and improvements                    89,846                  92,558
     Buildings and improvements              625,405                 612,954
     Leasehold improvements                    7,963                   9,082
     Furniture, fixtures and equipment       270,810                 266,872
     Construction in progress                  5,797                  13,107
                                            --------                --------
         Total property and equipment        999,821                 994,573
     Less accumulated depreciation
       and amortization                      330,785                 310,934
                                            --------                --------
         Net property and equipment          669,036                 683,639

Other assets:
     Investments in joint ventures             2,502                   1,356
     Goodwill                                 11,806                  11,806
     Other                                    43,909                  40,576
                                            --------                --------
         Total other assets                   58,217                  53,738
                                            --------                --------

TOTAL ASSETS                                $753,256                $774,786
                                            ========                ========


See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

THE MARCUS CORPORATION
Consolidated Balance Sheets



                                            (Unaudited)             (Audited)
                                            November 28,             May 30,
                                               2002                    2002
                                            ------------            ----------
                                                      (in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Notes payable                          $  3,156                $  3,497
     Accounts payable                          9,698                  17,211
     Income taxes                              4,023                       -
     Taxes other than income taxes            15,407                  13,947
     Accrued compensation                      5,733                   6,555
     Other accrued liabilities                10,718                  11,265
     Current maturities of long-term debt     20,761                  20,777
                                            --------                --------
         Total current liabilities            69,496                  73,252

Long-term debt                               265,578                 299,761

Deferred income taxes                         37,280                  36,529

Deferred compensation and other               13,103                  11,176

Shareholders' equity:
     Preferred Stock, $1 par;  authorized
      1,000,000 shares; none issued
     Common Stock, $1 par; authorized
      50,000,000 shares; issued 21,646,376
      shares at November 28, 2002 and
      21,584,239 shares at May 30, 2002       21,646                  21,584
     Class B Common Stock, $1 par;
      authorized 33,000,000 shares;
      issued and outstanding 9,543,137
      at November 28, 2002 and 9,605,274
      at May 30, 2002                          9,543                   9,606
     Capital in excess of par                 41,417                  41,523
     Retained earnings                       313,627                 300,623
     Accumulated other comprehensive loss     (1,547)                 (1,866)
                                            --------                --------
                                             384,686                 371,470
     Less cost of Common Stock in
       treasury (1,807,575 shares at
       November 28, 2002 and 1,863,027
       shares at May 30, 2002)               (16,887)                (17,402)
                                            --------                --------
         Total shareholders' equity          367,799                 354,068
                                            --------                --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $753,256                $774,786
                                            ========                ========


See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

THE MARCUS CORPORATION
Consolidated Statements of Earnings (Unaudited)
<TABLE>
<CAPTION>
(in thousands, except per share data)                                November 28, 2002                 November 29, 2001
                                                                --------------------------         -------------------------
                                                                13 Weeks          26 Weeks         13 Weeks         26 Weeks
                                                                --------          --------         --------         --------
<S>                                                             <C>               <C>              <C>              <C>
Revenues:
     Rooms and telephone                                        $   41,596        $  94,392        $   39,091       $   92,679
     Theatre admissions                                             20,672           49,883            18,676           46,287
     Theatre concessions                                             9,340           23,032             8,903           21,378
     Food and beverage                                               8,353           17,610             7,259           15,738
     Other income                                                    8,826           23,447            10,055           24,070
                                                                ----------        ---------        ----------       ----------
Total revenues                                                      88,787          208,364            83,984          200,152

Costs and expenses:
     Rooms and telephone                                            19,694           40,680            19,147           40,774
     Theatre operations                                             16,113           38,500            14,438           35,002
     Theatre concessions                                             2,084            5,274             2,071            5,098
     Food and beverage                                               6,271           13,198             6,019           12,601
     Advertising and marketing                                       6,964           14,695             6,178           13,150
     Administrative                                                  9,780           20,110             9,624           19,848
     Depreciation and amortization                                  11,428           22,866            11,144           22,122
     Rent                                                              615            1,217               703            1,434
     Property taxes                                                  3,925            8,269             4,049            8,018
     Preopening expenses                                                 -                3               487            1,063
     Other operating expenses                                        4,161           10,645             4,603           10,722
                                                                ----------        ---------        ----------       ----------
Total costs and expenses                                            81,035          175,457            78,463          169,832
                                                                ----------        ---------        ----------       ----------

Operating income                                                     7,752           32,907             5,521           30,320

Other income (expense):
     Investment income                                                 613            1,235               545            1,116
     Interest expense                                               (4,973)         (10,297)           (4,703)          (9,674)
     Gain on disposition of property, equipment
      and investments in joint ventures                                911            1,320              (233)           2,031
                                                                ----------        ---------        ----------       ----------
                                                                    (3,449)          (7,742)           (4,391)          (6,527)
                                                                ----------        ---------        ----------       ----------

Earnings from continuing operations before income taxes              4,303           25,165             1,130           23,793
Income taxes                                                         1,751           10,242              (798)           7,142
                                                                ----------        ---------        ----------       ----------
Earnings from continuing operations                                  2,552           14,923             1,928           16,651
                                                                ----------        ---------        ----------       ----------

Discontinued operations (Note 2):
     Gain on sale of discontinued operations,
      net of applicable income taxes                                     -            1,216                 -                -
                                                                ----------        ---------        ----------       ----------

Net earnings                                                    $    2,552        $  16,139        $    1,928       $   16,651
                                                                ==========        =========        ==========       ==========

Earnings per share - basic and diluted:
     Continuing operations                                      $     0.09        $    0.51        $     0.07       $     0.57
     Discontinued operations                                             -             0.04                 -                -
                                                                ----------        ---------        ----------       ----------
     Net earnings per share                                     $     0.09        $    0.55        $     0.07       $     0.57
                                                                ==========        =========        ==========       ==========

Weighted average shares outstanding:
     Basic                                                          29,373           29,353            29,226           29,212
     Diluted                                                        29,510           29,529            29,331           29,377
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

THE MARCUS CORPORATION
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
                                                                                       26 Weeks Ended
                                                                             -------------------------------------
                                                                              November 28,            November 29,
                                                                                 2002                     2001
                                                                             ------------             ------------
                                                                                         (in thousands)
OPERATING ACTIVITIES:
<S>                                                                             <C>                     <C>
Net earnings                                                                   $ 16,139                 $ 16,651
Adjustments to reconcile net earnings to net
  cash provided by operating activities:
     Losses on investments in joint ventures, net of distributions                  468                      321
     Gain on disposition of property, equipment and other assets                 (3,370)                  (2,031)
     Amortization of loss on swap agreement                                         655                        -
     Depreciation and amortization                                               22,866                   22,122
     Deferred income taxes                                                          751                      365
     Deferred compensation and other                                              1,927                      851
     Changes in assets and liabilities:
         Accounts and notes receivable                                            2,442                     (292)
         Real estate and development costs                                        1,039                    1,360
         Other current assets                                                      (577)                    (985)
         Accounts payable                                                        (7,513)                  (1,552)
         Income taxes                                                             8,708                    2,872
         Taxes other than income taxes                                            1,460                      690
         Accrued compensation                                                      (822)                    (852)
         Other accrued liabilities                                                 (547)                    (679)
                                                                               --------                 --------
Total adjustments                                                                27,487                   22,190
                                                                               --------                 --------
Net cash provided by operating activities                                        43,626                   38,841

INVESTING ACTIVITIES:
Capital expenditures                                                            (11,497)                 (28,381)
Net proceeds from disposals of property, equipment and other assets               5,453                    1,367
Purchase of interest in joint ventures                                             (463)                       -
Increase in other assets                                                         (3,406)                  (2,373)
Cash received from (advanced to) joint ventures                                     570                   (1,289)
                                                                               --------                 --------
Net cash used in investing activities                                            (9,343)                 (30,676)

FINANCING ACTIVITIES:
Debt transactions:
     Net proceeds from issuance of notes payable and long-term debt                 379                   12,527
     Principal payments on notes payable and long-term debt                     (34,919)                 (13,452)
Equity transactions:
     Treasury stock transactions, except for stock options                         (237)                     (40)
     Exercise of stock options                                                      645                      590
     Dividends paid                                                              (3,136)                  (3,114)
                                                                               --------                 --------
Net cash used in financing activities                                           (37,268)                  (3,489)
                                                                               --------                 --------

Net increase (decrease) in cash and cash equivalents                             (2,985)                   4,676
Cash and cash equivalents at beginning of year                                    5,614                    1,499
                                                                               --------                 --------
Cash and cash equivalents at end of period                                      $ 2,629                 $  6,175
                                                                               ========                 ========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>


                             THE MARCUS CORPORATION

                 CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE
                       THIRTEEN AND TWENTY-SIX WEEKS ENDED
                                NOVEMBER 28, 2002
                                   (Unaudited)

1.   General

     Accounting Policies - Refer to the Company's audited financial statements
     (including footnotes) for the fiscal year ended May 30, 2002, contained in
     the Company's Form 10-K Annual Report for such year, for a description of
     the Company's accounting policies.

     Basis of Presentation - The consolidated financial statements for the
     thirteen and twenty-six weeks ended November 28, 2002 and November 29, 2001
     have been prepared by the Company without audit. In the opinion of
     management, all adjustments, consisting only of normal recurring accruals
     necessary to present fairly the unaudited interim financial information at
     November 28, 2002, and for all periods presented, have been made. The
     results of operations during the interim periods are not necessarily
     indicative of the results of operations for the entire year.

     Comprehensive Income - Accumulated other comprehensive loss consists of the
     change in fair value of hedging transactions, the accumulated net
     unrealized losses on available for sale securities and the minimum pension
     liability, net of tax. Accumulated other comprehensive loss was $1,547,000
     and $1,866,000 as of November 28, 2002 and May 30, 2002, respectively.
     Total comprehensive income for the thirteen and twenty-six weeks ended
     November 28, 2002 was $2,737,000 and $16,458,000, respectively. Total
     comprehensive income for the thirteen and twenty-six weeks ended November
     29, 2001 was $1,540,000 and $13,957,000, respectively.

     Reclassifications - Certain reclassifications have been made to the prior
     year's financial statements to conform to the current year presentation.

2.   Discontinued Operations

     The restaurant business segment was sold on May 24, 2001 and is presented
     as discontinued operations in the accompanying consolidated financial
     statements. The asset purchase agreement provided for a potential
     additional future purchase price payment to the Company if certain
     performance conditions were met. The Company received additional proceeds
     of $2,050,000 on July 9, 2002 pursuant to this agreement and recognized an
     additional gain on the sale of the restaurant segment of $1,216,000, net of
     income taxes of $834,000.

3.   Business Segment Information

     The Company's primary operations are reported in the following three
     business segments: Limited-Service Lodging, Theatres and Hotels/Resorts.
     Corporate items include amounts not allocable to the business segments.
     Corporate revenues consist

                                       7
<PAGE>

     principally of rent and the corporate operating loss includes general
     corporate expenses. Corporate information technology costs and accounting
     shared services costs are allocated to the business segments based upon
     several factors, including actual usage and segment revenues.

     Following is a summary of business segment information for the thirteen and
     twenty-six weeks ended November 28, 2002 and November 29, 2001 (in
     thousands):

<TABLE>
<CAPTION>
             13 Weeks Ended            Limited-Service                     Corporate
            November 28, 2002               Lodging        Theatres      Hotels/Resorts        Items          Total
            -----------------          ---------------     --------      --------------      ---------        -----
<S>                                        <C>              <C>              <C>              <C>            <C>
        Revenues                           $30,543          $31,111          $26,687          $   446        $ 88,787
        Operating income (loss)              1,708            6,392            1,383           (1,731)          7,752

             13 Weeks Ended            Limited-Service                     Corporate
            November 29, 2001               Lodging        Theatres      Hotels/Resorts        Items          Total
            -----------------          ---------------     --------      --------------      ---------        -----
        Revenues                           $29,212          $28,737          $25,505          $   530        $ 83,984
        Operating income (loss)              1,833            5,442               76           (1,830)          5,521

             26 Weeks Ended            Limited-Service                     Corporate
            November 28, 2002               Lodging        Theatres      Hotels/Resorts        Items          Total
            -----------------          ---------------     --------      --------------      ----------       -----
        Revenues                           $67,992          $75,373          $64,145          $   854        $208,364
        Operating income (loss)             10,266           17,733            8,520           (3,612)         32,907

             26 Weeks Ended            Limited-Service                     Corporate
            November 29, 2001               Lodging        Theatres      Hotels/Resorts        Items          Total
            -----------------          ---------------     --------      --------------      ---------        -----
        Revenues                           $68,554          $69,902          $60,804          $   892       $ 200,152
        Operating income (loss)             11,822           15,517            6,506           (3,525)         30,320
</TABLE>

                                       8
<PAGE>

Item 2. Management's Discussion and Analysis of Results of Operations and
        Financial Condition

                Special Note Regarding Forward-Looking Statements

     Certain matters discussed in this Management's Discussion and Analysis of
Results of Operations and Financial Condition are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements may generally be identified as such because the context of such
statements will include words such as we "believe," "anticipate," "expect" or
words of similar import. Similarly, statements that describe our future plans,
objectives or goals are also forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties which could cause
results to differ materially from those expected, including, but not limited to,
the following: (i) our ability to successfully define and build the Baymont
brand within the "limited-service, mid-price without food and beverage" segment
of the lodging industry; (ii) the availability, in terms of both quantity and
audience appeal, of motion pictures for our theatre division; (iii) the effects
of increasing depreciation expenses and preopening and start-up costs due to the
capital intensive nature of our businesses; (iv) the effects of adverse economic
conditions in our markets, particularly with respect to our limited-service
lodging and hotels and resorts divisions; (v) the effects of adverse weather
conditions, particularly during the winter in the Midwest and in our other
markets; (vi) the effects on our occupancy and room rates from the relative
industry supply of available rooms at comparable lodging facilities in our
markets; (vii) the effects of competitive conditions in the markets served by
us; (viii) our ability to identify properties to acquire, develop and/or manage
and continuing availability of funds for such development; (ix) the adverse
impact on business and consumer spending on travel, leisure and entertainment
resulting from the September 11, 2001 terrorist attacks in the United States,
the United States' responses thereto and subsequent related hostilities; and (x)
the lack of comprehensive terrorist attack insurance. Shareholders, potential
investors and other readers are urged to consider these factors carefully in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements made
herein are made only as of the date of this Form 10-Q and we undertake no
obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances.

RESULTS OF OPERATIONS

General

     We report our consolidated and individual segment results of operations on
a 52-or-53-week fiscal year ending on the last Thursday in May. Fiscal 2003 and
2002 are both 52-week years. We divide our fiscal year into three 13-week
quarters and a final quarter consisting of 13 or 14 weeks. Our primary
operations are reported in the following three business segments:
limited-service lodging, theatres and hotels/resorts. As a result of the sale of
our KFC restaurants during fiscal 2001, the restaurant business segment's fiscal
2003 results have been presented as discontinued operations in the accompanying
financial statements and in this discussion.

                                       9
<PAGE>

     The following table sets forth revenues, operating income, earnings from
continuing operations, net earnings and earnings per share for the second
quarter and first half of fiscal 2003 and 20\02 (in millions, except for per
share and variance percentage data):

<TABLE>
<CAPTION>
                                  Second Quarter                           First Half
                          -------------------------------------    --------------------------------
                                                    Variance                           Variance
                                                  ------------                       ------------
                            F2003     F2002       Amt.     Pct.    F2003    F2002    Amt.      Pct.
                            -----     -----     ------     ----    -----    -----    ----      ----
<S>                         <C>       <C>       <C>       <C>      <C>      <C>      <C>     <C>
Revenues                    $ 88.8    $83.9     $ 4.9      5.7%    $208.4   $200.2   $ 8.2     4.1%
Operating income               7.8      5.5       2.3     40.4%      32.9     30.3     2.6     8.5%
Earnings from
   continuing operations       2.6      1.9       0.7     32.4%      14.9     16.7    (1.8)  -10.4%
Net earnings                   2.6      1.9       0.7     32.4%      16.1     16.7    (0.6)   -3.1%

Earnings per share -
   Diluted:
Continuing operations       $  .09    $ .07     $ .02     28.6%    $  .51   $  .57   $(.06)  -10.5%
Net earnings per share      $  .09    $ .07     $ .02     28.6%    $  .55   $  .57   $(.02)   -3.5%
</TABLE>

     Revenues increased in each of our three operating divisions during the
second quarter of fiscal 2003 compared to the same quarter last year. Last
year's second quarter included the immediate weeks following the September 11
terrorist attacks, which were particularly difficult for the lodging industry.
Increases in our theatre and hotels/resorts division revenues and operating
income (earnings before other income/expense and income taxes) during the first
half of fiscal 2003 compared to the same period last year were partially offset
by small revenue and operating income decreases from our limited-service lodging
division. Operating income from our two lodging divisions (and the hotel
industry in general) continues to be negatively impacted by an overall reduction
in business travel brought on by the current economic environment.

     Increased interest expense and a higher effective income tax rate
negatively impacted earnings from continuing operations and net earnings during
our fiscal 2003 second quarter and first half compared to the same periods of
fiscal 2002. Our interest expense, net of investment income, totaled $4.4
million and $9.1 million for the second quarter and first half of fiscal 2003,
respectively, compared to $4.2 million and $8.6 million during the same periods
last year. The increase is primarily the result of our issuance of fixed rate
long-term senior notes during the fourth quarter of fiscal 2002 in lieu of lower
variable interest rate borrowings in place during these periods last year. The
resulting increase in interest expense was partially offset by an overall
reduction in our long-term debt during the second quarter and first half of
fiscal 2003 compared to last year's same periods.

     Our higher effective income tax rate during the second quarter and first
half of fiscal 2003 is, with the exception of fiscal 2002 and the second half of
fiscal 2001, consistent with prior years. Our effective income tax rate during
fiscal 2002 was significantly reduced as a result of the favorable impact of
federal and state historic tax credits related to the renovation of the Hotel
Phillips in Kansas City, Missouri. Without these historic tax credits, our
fiscal 2002 second quarter net earnings would have been approximately $1.3
million, or $.05 per share, lower than we reported and our fiscal 2002 first
half net earnings would have been approximately $2.5 million, or $.09 per share,
lower. Income taxes during the remaining two quarters of fiscal 2003 are
expected to be more comparable to fiscal 2002 income taxes for those same two
quarters.

                                       10
<PAGE>

         We recognized gains on disposition of property and equipment totaling
$900,000 during the second quarter of fiscal 2003 compared to a loss of $200,000
during the prior year same period. The fiscal 2003 second quarter gain was the
result of the sale of a former restaurant location. Gains on disposition of
property and equipment for the first half of fiscal 2003 of $1.3 million remain
below gains of $2.0 million during the first half of fiscal 2002. The timing of
periodic sales of our property and equipment vary from quarter to quarter,
resulting in variations in our gains or losses on disposition of property and
equipment. Unlike last year, when the majority of our total fiscal 2002 gains on
disposition of property and equipment occurred during our first quarter, we
anticipate additional sales of property and equipment with the potential for
additional gains on disposition during the remainder of fiscal 2003.

Theatres

     The following table sets forth revenues, operating income and operating
margin for our theatre division for the second quarter and first half of fiscal
2003 and 2002 (in millions, except for variance percentage and operating
margin):

<TABLE>
<CAPTION>
                                  Second Quarter                           First Half
                          -------------------------------------    --------------------------------
                                                    Variance                           Variance
                                                  ------------                       ------------
                            F2003     F2002       Amt.     Pct.    F2003    F2002    Amt.      Pct.
                            -----     -----     ------     ----    -----    -----    ----      ----
<S>                         <C>       <C>       <C>        <C>     <C>      <C>      <C>       <C>
Revenues                    $31.1     $ 28.7    $ 2.4      8.3%    $75.4    $69.9    $5.5      7.8%
Operating income              6.4        5.4      1.0     17.5%     17.7     15.5     2.2     14.3%
Operating margin             20.5%      18.9%                       23.5%    22.2%
   (% of revenues)
</TABLE>

     Consistent with the seasonal nature of the motion picture exhibition
industry, the second quarter of our fiscal year is typically the slowest period
for our theatre division. Despite this fact, our fiscal 2003 second quarter
theatre operating results represent our sixth straight record quarter for this
division. Contributing to the increased second quarter and first half operating
margin were increased box office and concession revenues and reduced advertising
costs, partially offset by increased film rental costs.

     The following table breaks out revenues for the theatre division for the
second quarter and first half of fiscal 2003 and 2002 (in millions):

<TABLE>
<CAPTION>
                                  Second Quarter                           First Half
                          -------------------------------------    --------------------------------
                                                    Variance                           Variance
                                                  ------------                       ------------
                            F2003     F2002       Amt.     Pct.    F2003    F2002    Amt.      Pct.
                            -----     -----     ------     ----    -----    -----    ----      ----
<S>                         <C>       <C>       <C>        <C>     <C>      <C>      <C>       <C>
Box office receipts         $20.7     $18.7     $ 2.0      10.7%   $49.9    $46.3    $ 3.6     7.8%
Concession revenues           9.3       8.9       0.4       4.9%    23.0     21.4      1.6     7.7%
Other revenues                1.1       1.1         -         -      2.5      2.2      0.3     9.9%
                            -----     -----     -----      -----   -----    -----    -----     ----
     Total revenues         $31.1     $28.7     $ 2.4       8.3%   $75.4    $69.9    $ 5.5     7.8%
</TABLE>

     The increases in box office receipts during the second quarter and first
half of fiscal 2003 compared to the same periods last year were due to both an
increase in average ticket price and increased attendance, despite our having
fewer screens in operation during fiscal 2003 compared to the same periods last
year. Our average ticket price increased 5.7% and 3.3%, respectively, during the
second quarter and first half of fiscal 2003 compared to the same periods last
year. We ended the second quarter with three fewer Company-owned theatres and 14
fewer screens

                                       11
<PAGE>

compared to the prior year. Concession revenues during the fiscal 2003 second
quarter increased as a result of increased attendance, with no change in our
average concession sales per person compared to the second quarter of fiscal
2002. Last year's top two films, Harry Potter and the Sorcerer's Stone and
Monsters, Inc., had particularly strong appeal to the family market, which
traditionally produces better than average concession sales. For the first half
of fiscal 2003, our average concession sales per person have increased 3.2%
compared to last year's same period.

     Total theatre attendance for the second quarter and first half of fiscal
2003 increased 4.7% and 4.3%, respectively, compared to the same periods last
year. Total theatre attendance at our comparable locations increased 6.2% during
the first half of fiscal 2003, compared to last year's same period. The
increases in total attendance and the resulting increases in box office receipts
and concession revenues during the second quarter and first half of fiscal 2003
were primarily the result of improved consumer appeal of the films compared to
the same periods of fiscal 2002. Last year's second quarter results were also
likely negatively impacted to some degree in the immediate weeks following the
September 11 terrorist attacks. The second quarter of fiscal 2003 included five
films that produced box office receipts in excess of $1 million for us, compared
to only two films reaching that amount during the second quarter of fiscal 2002.
Top films during the quarter included Harry Potter and the Chamber of Secrets,
My Big Fat Greek Wedding and Sweet Home Alabama. During the first half of fiscal
2003, 15 films have generated box office receipts in excess of $1.3 million for
the division, compared to only 10 films with box office receipts in excess of
that amount during the first half of fiscal 2002.

     The fiscal 2003 third quarter has started off very strong for this
division, with holiday film product such as Harry Potter, Die Another Day, Lord
of the Rings: Two Towers, Catch Me If You Can, Two Weeks Notice and Maid in
Manhattan performing very well and contributing to two straight record box
office weeks for our theatres at the end of December. The extended outlook for
film product beyond the holiday season looks good, although comparisons to last
year will be challenging, particularly in our fiscal fourth quarter, when three
of the top six films of fiscal 2002 were released: Ice Age, Spiderman and Star
Wars: the Attack of the Clones. Revenues for the theatre business and the motion
picture industry in general are heavily dependent upon the general audience
appeal of available films, together with studio marketing, advertising and
support campaigns, all factors over which we have no control.

     We ended the second quarter of fiscal 2003 with a total of 459
Company-owned screens in 44 theatres and 34 managed screens in 3 theatres
compared to 469 Company-owned screens in 46 theatres at the end of the same
period last year. We opened three additional screens, including our third
UltraScreen(TM), at a theatre in Appleton, Wisconsin at the end of the fiscal
2003 second quarter. We also entered into our second management agreement
contract during the second quarter, a new six-screen theatre in Tomah, Wisconsin
that is being developed by the Ho-Chunk Nation. We do not anticipate opening any
additional screens during the remainder of fiscal 2003 but we will continue to
review additional development opportunities, with more screen additions likely
during fiscal 2004.

                                       12
<PAGE>

Limited-Service Lodging

     The following table sets forth revenues, operating income and operating
margin for our limited-service division for the second quarter and first half of
fiscal 2003 and 2002 (in millions, except for variance percentage and operating
margin):

<TABLE>
<CAPTION>
                                  Second Quarter                           First Half
                          -------------------------------------    --------------------------------
                                                    Variance                           Variance
                                                  ------------                       ------------
                            F2003     F2002       Amt.     Pct.    F2003    F2002    Amt.      Pct.
                            -----     -----     ------     ----    -----    -----    ----      ----
<S>                         <C>       <C>       <C>        <C>     <C>      <C>      <C>        <C>
Revenues                    $30.5     $29.2     $ 1.3      4.6%    $68.0    $68.6    $(0.6)    -0.8%
Operating income              1.7       1.8      (0.1)    -6.8%     10.3     11.8     (1.5)   -13.2%
Operating margin              5.6%      6.3%                        15.1%    17.2%
   (% of revenues)
</TABLE>

     Comparable Baymont Inns & Suites experienced a 6.4% and 0.4% increase in
revenue per available room, or RevPAR, during the fiscal 2003 second quarter and
first half, respectively, compared to the same periods last year. The increase
in RevPAR during the second quarter was the result of increased occupancy and a
slightly decreased average daily rate. It is important to note that comparable
Baymont Inns & Suites experienced a significant decline in occupancy percentage
during the second quarter of fiscal 2002 in the wake of the tragic events of
September 11 and the resulting further economic decline. We are encouraged by
the fact that, despite continued reduced business travel as a result of the
current economic environment, we were able to recover the entire amount of lost
occupancy and surpass fiscal 2001 second quarter occupancy levels.

     The performance of our limited-service, mid-priced Baymont Inns & Suites
properties during the second quarter of fiscal 2003 was better than the results
of the majority of the properties in this lodging industry segment. Data
received from outside industry resources, such as Smith Travel Research,
indicates that our Company-owned or operated Baymont Inns & Suites realized
gains in market share despite the continued challenging environment for lodging
during the second quarter. Specifically, our fiscal 2003 second quarter RevPAR
increase of 6.4% compares very favorably to a reported increase of only 1.3% for
the mid-price without food and beverage segment of the lodging industry and no
increase at all for our specific set of competitors for the same period. We
believe that our recent sales and marketing efforts to increase brand awareness,
including but not limited to additional cable television advertising, and
efforts to differentiate Baymont Inns & Suites from its competitors have
contributed to the improved revenue performance relative to others in our
industry.

     We owned and operated seven Woodfield Suites all-suite hotels during the
second quarters of fiscal 2003 and 2002. Although revenues increased slightly
during the second quarter of fiscal 2003 compared to the very challenging second
quarter of fiscal 2002, operating income from Woodfield Suites decreased during
the second quarter and first half of fiscal 2003 compared to the same periods of
fiscal 2002. Reduced average rates at these properties resulted in a first half
RevPAR decrease of 2.1% compared to the same period last year. A reduction in
mid-week business travel was the primary contributor to the overall decline in
Woodfield Suites' operating performance.

                                       13
<PAGE>

     The limited-service lodging division's operating income and operating
margin decreased slightly during the fiscal 2003 second quarter compared to the
same period last year due to several factors, including reduced Woodfield
Suites' operating income and the added costs of the cable television advertising
initiative. Our division operating income and operating margin during the first
half of fiscal 2003 has decreased compared to the same period last year due to
the factors identified above along with a decline in revenues during our
historically busy summer first quarter.

     Our current strategies for this division continue to focus on increasing
occupancy and brand awareness at our Baymont Inns & Suites. Our positive RevPAR
trends in relation to others in our industry continued in December and we
currently believe that we will continue to see better than average RevPAR
improvement during our fiscal 2003 third quarter. We still do not believe a full
recovery for the industry will occur until business travel returns to earlier
levels.

     At the end of the fiscal 2003 second quarter, we owned or operated 93
Baymont Inns & Suites and franchised an additional 89 Inns, bringing the total
number of Baymont Inns & Suites in operation to 182. One Company-owned Baymont
was sold out of the system during the second quarter without a material impact
on operating results. In addition, there are currently six approved franchised
locations in development. We also began construction during fiscal 2003 of our
first urban location in downtown Chicago, Illinois. We continue to believe that
the current economic and financing environment will constrain new hotel
development in the near-term, which may limit the number of new franchised
locations approved in the coming months. Conversely, we also continue to believe
that the significantly reduced supply growth throughout the industry should
favorably impact operating results of existing hotels as an economic recovery
takes hold.

Hotels and Resorts

     The following table sets forth revenues, operating income and operating
margin for our hotels and resorts division for the second quarter and first half
of fiscal 2003 and 2002 (in millions, except for variance percentage and
operating margin):

<TABLE>
<CAPTION>
                                  Second Quarter                           First Half
                          -------------------------------------    --------------------------------
                                                    Variance                           Variance
                                                  ------------                       ------------
                            F2003     F2002       Amt.     Pct.    F2003    F2002    Amt.      Pct.
                            -----     -----     ------     ----    -----    -----    ----      ----
<S>                         <C>       <C>       <C>     <C>        <C>      <C>      <C>      <C>
Revenues                    $26.7     $25.5     $ 1.2      4.6%    $64.1    $60.8    $ 3.3     5.5%
Operating income              1.4       0.1       1.3   1719.8%      8.5      6.5      2.0    31.0%
Operating margin              5.2%      0.3%                        13.3%    10.7%
   (% of revenues)
</TABLE>

     Total division revenues and operating income for the second quarter and
first half of fiscal 2003 increased over the fiscal 2002 comparable periods
primarily due to additional revenues from our newest hotels, the Hotel Phillips,
the Hilton Madison at Monona Terrace, and our Timber Ridge Lodge management
contract. In addition, last year's second quarter included the very difficult
weeks immediately following September 11, resulting in favorable comparisons
during the fiscal 2003 second quarter. Comparisons to last year's second quarter
and first half were also favorably impacted by the fact that the division's
fiscal 2002 comparable periods

                                       14
<PAGE>

included approximately $500,000 and $1.1 million, respectively, of preopening
expenses related to the Hotel Phillips and Timber Ridge Lodge.

     Conversely, a temporary change in our accounting for timeshare sales at our
vacation ownership development at the Grand Geneva Resort & Spa negatively
impacted operating results and comparisons to the prior year for the hotels and
resorts division during the fiscal 2003 second quarter. We have sold all
available timeshare units in our original three buildings at this development
and we are currently under construction on a new building that will include 32
new units, doubling the size of the existing development. While this new
building is under construction, we are required to account for current sales of
timeshare units under the percentage of completion method. At the end of the
fiscal 2003 second quarter, we had approximately $1.2 million in vacation
ownership sales, along with related costs of sales, deferred on our balance
sheet. We currently anticipate that the new building will be completed prior to
the end of fiscal 2003 and that all sales will be fully recognized by year-end.

     Our hotels and resorts continue to operate in a very challenging
environment as a result of the current economic climate. As noted in our
limited-service lodging discussion, although comparisons to last year's second
quarter indicate an improvement, business travel remains reduced, significantly
impacting the upscale segment of the hotel industry. In addition, several of our
hotels and resorts derive a significant portion of their revenues from corporate
group business, which also has been below previous year levels. Despite this
difficult environment, our hotels and resorts have generally outperformed the
industry, likely due at least partially to our property and location mix.
Excluding the Hotel Phillips, which opened during the second quarter last year,
the division's total RevPAR for comparable Company-owned properties increased
8.5% and 2.6%, respectively, during the fiscal 2003 second quarter and first
half compared to the same periods last year. During the fiscal 2003 second
quarter, the increase in RevPAR compared to the same period last year was the
result of both increased occupancy and an overall 2.2% increase in average daily
rate for these comparable properties. We have attempted to retain the integrity
of our rate structure during a period when others in the industry are heavily
discounting, believing that this strategy is in our best long-term interest.

     Our outlook for the future performance of this division remains cautiously
optimistic. While we were pleased with the improvement in operating results
during the fiscal 2003 second quarter, the results remain significantly below
operating results reported by this division during the second quarters of fiscal
2001 and 2000. The hotels and resorts division was negatively impacted more than
our other divisions in the weeks and months immediately following September 11
last year, and thus we anticipate favorable comparisons during our fiscal 2003
third and fourth quarters. Continued improved performance at our newest
properties will likely contribute to improved overall division operating results
during the remainder of the fiscal year. On the other hand, we remain concerned
that the current economic climate will continue to negatively impact business
travel and corporate group business in the near term. We will continue to make
the necessary investments needed to keep our hotel assets in top condition and
we will continue to monitor our operating costs very closely during this
difficult environment.

Discontinued Operations

     We sold our KFC restaurant business segment on May 24, 2001. The asset
purchase agreement with the buyer of these restaurants provided for a potential
additional future purchase

                                       15
<PAGE>

price payment if certain performance conditions were met. During the first
quarter of fiscal 2003, the buyer elected to terminate this provision of the
agreement by paying us an additional $2.1 million. As a result, an additional
gain on the sale of the restaurant segment of $1.2 million, net of income taxes,
is included in the reported results for the first half of fiscal 2003.

FINANCIAL CONDITION

     Our lodging and movie theatre businesses each generate significant and
consistent daily amounts of cash because each segment's revenue is derived
predominantly from consumer cash purchases. We believe that these relatively
consistent and predictable cash sources, together with the availability of $88
million of unused credit lines as of the end of the second quarter (adjusted for
a recently expired credit agreement), should be adequate to support the ongoing
operational liquidity needs of our businesses. At the end of December, we
allowed a $40 million, 364-day revolving credit agreement with several banks to
expire due to the significant amount of available credit lines without this
agreement.

     Net cash provided by operating activities increased by $4.8 million during
the first half of fiscal 2003 to $43.6 million, compared to $38.8 million during
the prior year's first half. The increase was due primarily to favorable timing
differences in collections of accounts and notes receivable and payments of
income taxes, partially offset by an unfavorable timing difference in payments
of accounts payable.

     Net cash used in investing activities during the fiscal 2002 first half
totaled $9.3 million, compared to $30.7 million during the first half of fiscal
2002. The decrease in net cash used in investing activities was primarily the
result of decreased capital expenditures and increased cash proceeds from
disposals of property and equipment. Capital expenditures totaled $11.5 million
during the first half of fiscal 2003 compared to $28.4 million during the prior
year's first half. Fiscal 2003 first half capital expenditures included $3.8
million incurred in our hotels and resorts division, $2.4 million incurred in
our theatre division and $4.5 million incurred in our limited-service lodging
division to fund ongoing capital projects. The increased cash proceeds are
primarily due to the additional payment received on the sale of our KFC
restaurants.

     Net cash used in financing activities during the first half of fiscal 2003
totaled $37.3 million compared to $3.5 million during the first half of fiscal
2002. As a result of increased cash provided by operating activities and reduced
capital expenditures compared to the same period last year, excess cash
available was used to reduce our outstanding commercial paper borrowings during
the quarter. Our principal payments on notes payable and long-term debt totaled
$34.9 million during the first half of fiscal 2003 compared to $13.5 million
during the same period last year, with minimal new debt added in fiscal 2003
compared to $12.5 million of new debt added during the first half of fiscal
2002.

     Our overall debt levels continued to decrease during the fiscal 2003 second
quarter. Our debt capitalization ratio was 0.44 at November 28, 2002, compared
to 0.48 at the prior fiscal year end. Based upon our current expectations for
fiscal 2003 capital expenditure levels of approximately $50 million or less and
our expectations for additional asset sales proceeds, we anticipate that our
long-term debt total and debt-capitalization ratio will remain below fiscal 2002
levels during the remainder of fiscal 2003.

                                       16
<PAGE>

     The actual timing and extent of the implementation of our current expansion
plans will depend in large part on industry and general economic conditions, our
financial performance and available capital, the competitive environment,
evolving customer needs and trends and the availability of attractive
opportunities. It is likely that our plans will continue to evolve and change in
response to these and other factors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We have not experienced any material changes in our market risk exposures
since May 30, 2002.

Item 4. Procedures and Controls

     a.   Evaluation of disclosure controls and procedures

          Based on their evaluations, as of a date within 90 days of the filing
          date of this Quarterly Report on Form 10-Q, our principal executive
          officer and principal financial officer have concluded that our
          disclosure controls and procedures (as defined in Rules 13a-14(c) and
          15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange
          Act")) are effective to ensure that information required to be
          disclosed by us in reports that we file or submit under the Exchange
          Act is recorded, processed, summarized and reported within the time
          periods specified in Securities and Exchange Commission rules and
          forms.

     b.   Changes in internal controls

          There were no significant changes in our internal controls or in other
          factors that could significantly affect these controls subsequent to
          the date of their evaluation, including any corrective actions with
          regard to significant deficiencies and material weaknesses.

                                       17
<PAGE>

PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

     Our 2002 annual meeting of shareholders was held on Thursday, October 10,
2002 (the "Annual Meeting"). At the Annual Meeting, the following matters were
voted on in person or by proxy and approved by our shareholders:

     1.   The shareholders voted to elect Stephen H. Marcus, Diane Marcus
          Gershowitz, Daniel F. McKeithan, Jr., Allan H. Selig, Timothy E.
          Hoeksema, Bruce J. Olson, Philip L. Milstein, Bronson J. Haase and
          James D. Ericson to our Board of Directors for one-year terms to
          expire at our 2003 annual meeting of shareholders and until their
          successors are duly qualified and elected.

     As of the August 9, 2002 record date for the Annual Meeting, 19,741,998
shares of Common Stock and 9,595,879 shares of Class B Common Stock were
outstanding and eligible to vote, with the Common Stock entitled to one vote per
share and the Class B Common Stock entitled to ten votes per share. Following
are the final votes on the matters presented for shareholder approval of the
Annual Meeting:


Election of Directors                 For                       Withheld
                            ----------------------------------------------------

Name                           Votes       Percentage(1)    Votes  Percentage(1)
                            ----------------------------------------------------

Stephen H. Marcus             107,860,362     99.41%       650,675      0.59%
Diane Marcus Gershowitz       107,864,123     99.41%       646,914      0.59%
Daniel F. McKeithan, Jr.      107,837,091     99.38%       673,946      0.62%
Allan H. Selig                106,585,834     98.23%     1,925,203      1.77%
Timothy E. Hoeksema           108,445,881     99.94%        65,156      0.06%
Bruce J. Olson                108,446,374     99.95%        64,663      0.05%
Philip L. Milstein            107,837,292     99.38%       673,745      0.62%
Bronson J. Haase              108,443,615     99.94%        67,422      0.06%
James D. Ericson              107,832,598     99.38%       678,439      0.62%
_______________________________________________
(1) Based on a total of votes represented by shares of Common Stock and Class B
    Common Stock actually voted in person or by proxy at the Annual Meeting.

No other matters were brought before the Annual Meeting for a shareholder vote.

                                       18
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

     a.   Exhibits

          3.2  Bylaws, as amended as of January 8, 2003.

          99.1 Written Statement of Chief Executive Officer Pursuant to 189
               U.S.C.ss.1350.

          99.2 Written Statement of Chief Financial Officer Pursuant to 189
               U.S.C.ss.1350.

     b.   Reports on Form 8-K

          We did not file any Form 8-K during the quarter to which this Form
          10-Q relates.



                                       19
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                             THE MARCUS CORPORATION
                             ----------------------



DATE:  January 13, 2003     By:  /s/ Stephen H. Marcus
                                 ------------------------------------------
                                      Stephen H. Marcus,
                                      Chairman of the Board, President and
                                      Chief Executive Officer


DATE: January 13, 2003      By:  /s/ Douglas A. Neis
                                 ------------------------------------------
                                      Douglas A. Neis
                                      Chief Financial Officer and Treasurer


                                      S-1
<PAGE>

                                 CERTIFICATIONS

     I, Stephen H. Marcus, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of The Marcus
Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          (a) designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

          (b) evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the filing
     date of this quarterly report (the "Evaluation Date"); and

          (c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

          (a) all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          (b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


DATE:  January 13, 2003

                                  By:  /s/ Stephen H. Marcus
                                       -----------------------------------------
                                       Stephen H. Marcus,
                                       Chairman of the Board, President and
                                       Chief Executive Officer

                                      S-2
<PAGE>

     I, Douglas A. Neis, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of The Marcus
Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          (a) designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

          (b) evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the filing
     date of this quarterly report (the "Evaluation Date"); and

          (c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

          (a) all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have identified
     for the registrant's auditors any material weaknesses in internal controls;
     and

          (b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


DATE:  January 13, 2003

                                   By:  /s/ Douglas A. Neis
                                        ----------------------------------------
                                        Douglas A. Neis,
                                        Chief Financial Officer and Treasurer

                                      S-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>irm90c.txt
<DESCRIPTION>BY-LAWS
<TEXT>
                                                                   Exhibit (3.2)














                                     BY-LAWS

                                       OF

                             THE MARCUS CORPORATION
                            (a Wisconsin corporation)

                         Amended 3/23/95 (Section 3.01)
              Amended 9/28/95 (Sections 3.02 and new Section 3.015)
                          Amended 12/17/98 (Article II)
                          Amended 1/8/03 (Section 3.02)


<PAGE>



                                     BY-LAWS
                                       OF
                             THE MARCUS CORPORATION
                            (a Wisconsin corporation)

                               ARTICLE I. OFFICES

     1.01. Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

     1.02. Registered Office. The registered office of the corporation required
by the Wisconsin Business Corporation Law to be maintained in the State of
Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.

                            ARTICLE II. SHAREHOLDERS

     2.01. Annual Meeting. The annual meeting of the shareholders (the "Annual
Meeting") shall be held on such day in September or October of each year as may
be designated by or under the authority of the Board of Directors, or at such
other time and date as may be fixed by resolution of the Board of Directors. In
fixing a meeting date for any Annual Meeting, the Board of Directors may
consider such factors as it deems relevant within the good faith exercise of its
business judgment. At each Annual Meeting, the shareholders shall elect that
number of directors equal to the number of directors whose term expires at the
time of such meeting. At any such meeting, only other business properly brought
before the meeting in accordance with Section 2.14 of these bylaws may be
transacted. If the election of directors shall not be held on the date
designated herein, or fixed as herein provided, for any Annual Meeting, or any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of shareholders (a "Special Meeting") as soon thereafter as
is practicable.

     2.02. Special Meetings.

          (a) A Special Meeting may be called only by (i) Chairman of the Board,
(ii) the President or (iii) the Board of Directors and shall be called by the
President upon the demand, in accordance with this Section 2.02, of the holders
of record of shares representing at least 10% of all the votes entitled to be
cast on any issue proposed to be considered at the Special Meeting.

          (b) In order that the corporation may determine the shareholders
entitled to demand a Special Meeting, the Board of Directors may fix a record
date to determine the shareholders entitled to make such a demand (the "Demand
Record Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record

<PAGE>

Date is adopted by the Board of Directors and shall not be more than ten days
after the date upon which the resolution fixing the Demand Record Date is
adopted by the Board of Directors. Any shareholder of record seeking to have
shareholders demand a Special Meeting shall, by sending written notice to the
Secretary of the corporation by hand or by certified or registered mail, return
receipt requested, request the Board of Directors to fix a Demand Record Date.
The Board of Directors shall promptly, but in all events within ten days after
the date on which a valid request to fix a Demand Record Date is received, adopt
a resolution fixing the Demand Record Date and shall make a public announcement
of such Demand Record Date. If no Demand Record Date has been fixed by the Board
of Directors within ten days after the date on which such request is received by
the Secretary, the Demand Record Date shall be the 10th day after the first date
on which a valid written request to set a Demand Record Date is received by the
Secretary. To be valid, such written request shall set forth the purpose or
purposes for which the Special Meeting is to be held, shall be signed by one or
more shareholders of record (or their duly authorized proxies or other
representatives), shall bear the date of signature of each such shareholder (or
proxy or other representative) and shall set forth all information about each
such shareholder and about the beneficial owner or owners, if any, on whose
behalf the request is made that would be required to be set forth in a
shareholder's notice described in paragraph (a) (ii) of Section 2.14 of these
bylaws.

          (c) In order for a shareholder or shareholders to demand a Special
Meeting, a written demand or demands for a Special Meeting by the holders of
record as of the Demand Record Date of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be considered at the
Special Meeting must be delivered to the corporation. To be valid, each written
demand by a shareholder for a Special Meeting shall set forth the specific
purpose or purposes for which the Special Meeting is to be held (which purpose
or purposes shall be limited to the purpose or purposes set forth in the written
request to set a Demand Record Date received by the corporation pursuant to
paragraph (b) of this Section 2.02), shall be signed by one or more persons who
as of the Demand Record Date are shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of signature
of each such shareholder (or proxy or other representative), and shall set forth
the name and address, as they appear in the corporation's books, of each
shareholder signing such demand and the class and number of shares of the
corporation which are owned of record and beneficially by each such shareholder,
shall be sent to the Secretary by hand or by certified or registered mail,
return receipt requested, and shall be received by the Secretary within seventy
days after the Demand Record Date.

          (d) The corporation shall not be required to call a Special Meeting
upon shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 2.02, the Secretary receives a written agreement
signed by each Soliciting Shareholder (as defined below), pursuant to which each
Soliciting Shareholder, jointly and severally, agrees to pay the corporation's
costs of holding the Special Meeting, including the costs of preparing and
mailing proxy materials for the corporation's own solicitation, provided that if
each of the resolutions introduced by any Soliciting Shareholder at such meeting
is adopted, and each of the individuals nominated by or on behalf of any
Soliciting Shareholder for election as a director at such meeting is elected,
then the Soliciting Shareholders shall not be required to pay

                                       2
<PAGE>

such costs. For purposes of this paragraph (d), the following terms shall have
the meanings set forth below:

                    (i) "Affiliate" of any Person (as defined herein) shall mean
          any Person controlling, controlled by or under common control with
          such first Person.

                    (ii) "Participant" shall have the meaning assigned to such
          term in Rule 14a-11 promulgated under the Securities Exchange Act of
          1934, as amended (the "Exchange Act").

                    (iii) "Person" shall mean any individual, firm, corporation,
          partnership, joint venture, association, trust, unincorporated
          organization or other entity.

                    (iv) "Proxy" shall have the meaning assigned to such term in
          Rule 14a-1 promulgated under the Exchange Act.

                    (v) "Solicitation" shall have the meaning assigned to such
          term in Rule 14a-11 promulgated under the Exchange Act.

                    (vi) "Soliciting Shareholder" shall mean, with respect to
          any Special Meeting demanded by a shareholder or shareholders, any of
          the following Persons:

                              (A) if the number of shareholders signing the
                    demand or demands of meeting delivered to the corporation
                    pursuant to paragraph (c) of this Section 2.02 is ten or
                    fewer, each shareholder signing any such demand;

                              (B) if the number of shareholders signing the
                    demand or demands of meeting delivered to the corporation
                    pursuant to paragraph (c) of this Section 2.02 is more than
                    ten, each Person who either (I) was a Participant in any
                    Solicitation of such demand or demands or (II) at the time
                    of the delivery to the corporation of the documents
                    described in paragraph (c) of this Section 2.02 had engaged
                    or intends to engage in any Solicitation of Proxies for use
                    at such Special Meeting (other than a Solicitation of
                    Proxies on behalf of the corporation); or

                              (C) any Affiliate of a Soliciting Shareholder, if
                    a majority of the directors then in office determine,
                    reasonably and in good faith, that such Affiliate should be
                    required to sign the written notice described in paragraph
                    (c) of this Section 2.02 and/or the written agreement
                    described in this paragraph (d) in order to prevent the
                    purposes of this Section 2.02 from being evaded.

                                       3
<PAGE>

          (e) Except as provided in the following sentence, any Special Meeting
shall be held at such hour and day as may be designated by whichever of the
Chairman of the Board, the President or the Board of Directors shall have called
such meeting. In the case of any Special Meeting called by the President upon
the demand of shareholders (a "Demand Special Meeting"), such meeting shall be
held at such hour and day as may be designated by the Board of Directors;
provided, however, that the date of any Demand Special Meeting shall be not more
than seventy days after the Meeting Record Date (as defined in Section 2.06
hereof); and provided further that in the event that the directors then in
office fail to designate an hour and date for a Demand Special Meeting within
ten days after the date that valid written demands for such meeting by the
holders of record as of the Demand Record Date of shares representing at least
10% of all the votes entitled to be cast on each issue proposed to be considered
at the Special Meeting are delivered to the corporation (the "Delivery Date"),
then such meeting shall be held at 2:00 P.M. local time on the 100th day after
the Delivery Date or, if such 100th day is not a Business Day (as defined
below), on the first preceding Business Day. In fixing a meeting date for any
Special Meeting, the Chairman of the Board, the President or the Board of
Directors may consider such factors as he or it deems relevant within the good
faith exercise of his or its business judgment, including, without limitation,
the nature of the action proposed to be taken, the facts and circumstances
surrounding any demand for such meeting, and any plan of the Board of Directors
to call an Annual Meeting or a Special Meeting for the conduct of related
business.

          (f) The corporation may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the corporation
until the earlier of (i) five Business Days following receipt by the Secretary
of such purported demand and (ii) such date as the independent inspectors
certify to the corporation that the valid demands received by the Secretary
represent at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the Special Meeting. Nothing contained in this
paragraph (f) shall in any way be construed to suggest or imply that the Board
of Directors or any shareholder shall not be entitled to contest the validity of
any demand, whether during or after such five Business Day period, or to take
any other action (including, without limitation, the commencement, prosecution
or defense of any litigation with respect thereto).

          (g) For purposes of these bylaws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Wisconsin are authorized or obligated by law or executive order to
close.

     2.03. Place of Meeting. The Chairman of the Board, the President or the
Board of Directors may designate any place, either within or without the State
of Wisconsin, as the place of meeting for any Annual Meeting or Special Meeting.
If no designation is made, the place of meeting shall be the principal office of
the corporation. Any meeting may be

                                       4
<PAGE>

adjourned to reconvene at any place designated by vote of the Board of Directors
or by the Chairman of the Board or the President.

     2.04. Notice of Meeting. Written notice stating the date, time and place of
any meeting of shareholders shall be delivered not less than ten days nor more
than sixty days before the date of the meeting (unless a different time is
provided by the Wisconsin Business Corporation Law or the articles of
incorporation), either personally or by mail, by or at the direction of the
President or the Secretary, to each shareholder of record entitled to vote at
such meeting and to such other persons as required by the Wisconsin Business
Corporation Law. In the event of any Demand Special Meeting, such notice of
meeting shall be sent not more than thirty days after the Delivery Date. If
mailed, notice pursuant to this Section 2.04 shall be deemed to be effective
when deposited in the United States mail, addressed to the shareholder at his or
her address as it appears on the stock record books of the corporation, with
postage thereon prepaid. Unless otherwise required by the Wisconsin Business
Corporation Law or the articles of incorporation of the corporation, a notice of
an Annual Meeting need not include a description of the purpose for which the
meeting is called. In the case of any Special Meeting, (a) the notice of meeting
shall describe any business that the Board of Directors shall have theretofore
determined to bring before the meeting and (b) in the case of a Demand Special
Meeting, the notice of meeting (i) shall describe any business set forth in the
statement of purpose of the demands received by the corporation in accordance
with Section 2.02 of these bylaws and (ii) shall contain all of the information
required in the notice received by the corporation in accordance with Section
2.14(b) of these bylaws. If an Annual Meeting or Special Meeting is adjourned to
a different date, time or place, the corporation shall not be required to give
notice of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment; provided, however, that if a new
Meeting Record Date for an adjourned meeting is or must be fixed, the
corporation shall give notice of the adjourned meeting to persons who are
shareholders as of the new Meeting Record Date.

     2.05. Waiver of Notice. A shareholder may waive any notice required by the
Wisconsin Business Corporation Law, the articles of incorporation or these
bylaws before or after the date and time stated in the notice. The waiver shall
be in writing and signed by the shareholder entitled to the notice, contain the
same information that would have been required in the notice under applicable
provisions of the Wisconsin Business Corporation Law (except that the time and
place of meeting need not be stated) and be delivered to the corporation for
inclusion in the corporate records. A shareholder's attendance at any Annual
Meeting or Special Meeting, in person or by proxy, waives objection to all of
the following: (a) lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting or promptly upon arrival objects to
holding the meeting or transacting business at the meeting; and (b)
consideration of a particular matter at the meeting that is not within the
purpose described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.

     2.06. Fixing of Record Date. The Board of Directors may fix in advance a
date not less than ten days and not more than seventy days prior to the date of
an Annual Meeting or

                                       5
<PAGE>

Special Meeting as the record date for the determination of shareholders
entitled to notice of, or to vote at, such meeting (the "Meeting Record Date").
In the case of any Demand Special Meeting, (i) the Meeting Record Date shall be
not later than the 30th day after the Delivery Date and (ii) if the Board of
Directors fails to fix the Meeting Record Date within thirty days after the
Delivery Date, then the close of business on such 30th day shall be the Meeting
Record Date. The shareholders of record on the Meeting Record Date shall be the
shareholders entitled to notice of and to vote at the meeting. Except as
provided by the Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of shareholders entitled to notice of and to vote
at an Annual Meting or Special Meeting its effective for any adjournment of such
meeting unless the Board of Directors fixes a new Meeting Record Date, which it
shall do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. The Board of Directors may also fix in advance a
date as the record date for the purpose of determining shareholders entitled to
take any other action or determining shareholders for any other purpose. Such
record date shall not be more than seventy days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
The record date for determining shareholders entitled to a distribution (other
than a distribution involving a purchase, redemption or other acquisition of the
corporation's shares) or a share dividend is the date on which the Board of
Directors authorized the distribution or share dividend, as the case may be,
unless the Board of Directors fixes a different record date.

     2.07. Shareholders' List for Meetings. After a Meeting Record Date has been
fixed, the corporation shall prepare a list of the names of all of the
shareholders entitled to notice of the meeting. The list shall be arranged by
class or series of shares, if any, and show the address of and number of shares
held by each shareholder. Such list shall be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing to the date of the meeting, at
the corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held. A shareholder or his or her
agent may, on written demand, inspect and, subject to the limitations imposed by
the Wisconsin Business Corporation Law, copy the list, during regular business
hours and at his or her expense, during the period that it is available for
inspection pursuant to this Section 2.07. The corporation shall make the
shareholders' list available at the meeting and any shareholder or his or her
agent or attorney may inspect the list at any time during the meeting or any
adjournment thereof. Refusal or failure to prepare or make available the
shareholders' list shall not affect the validity of any action taken at a
meeting of shareholders.

     2.08. Quorum and Voting Requirements.

          (a) Shares entitled to vote as a separate voting group may take action
on a matter at any Annual Meeting or Special Meeting only if a quorum of those
shares exists with respect to that matter. If the corporation has only one class
of stock outstanding, such class shall constitute a separate voting group for
purposes of this Section 2.08. Except as otherwise provided in the articles of
incorporation, any bylaw adopted under authority granted in the articles of
incorporation, or the Wisconsin Business Corporation Law, a majority of the
votes

                                       6
<PAGE>

entitled to be cast on the matter shall constitute a quorum of the voting group
for action on that matter. Once a share is represented for any purpose at any
Annual Meeting or Special Meeting, other than for the purpose of objecting to
holding the meeting or transacting business at the meeting, it is considered
present for purposes of determining whether a quorum exists for the remainder of
the meeting and for any adjournment of that meeting unless a new Meeting Record
Date is or must be set for the adjourned meeting. If a quorum exists, except in
the case of the election of directors, action on a matter shall be approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the articles of incorporation, any bylaw adopted
under authority granted in the articles of incorporation, or the Wisconsin
Business Corporation Law requires a greater number of affirmative votes. Unless
otherwise provided in the articles of incorporation, directors shall be elected
by a plurality of the votes cast by the shares entitled to vote in the election
of directors at any Annual Meeting or Special Meeting at which a quorum is
present. For purposes of this Section 2.08, "plurality" means that the
individuals with the largest number of votes are elected as directors up to the
maximum number of directors to be chosen at the meeting.

          (b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however, that a Demand Special Meeting shall not be postponed beyond the 100th
day following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution by shareholders if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such meeting, by
the Chairman of the Board or the President or pursuant to a resolution of the
Board of Directors. No notice of the time and place of adjourned meetings need
be given except as required by the Wisconsin Business Corporation Law. At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

     2.09. Conduct of Meeting. The Chief Executive Officer, and in his or her
absence, the Chairman of the Board or the President, as the case may be, and in
their absence, a Vice President in the order provided under Section 4.09 hereof,
and in their absence, any person chosen by the shareholders represented at the
meeting in person or by proxy shall call any Annual Meeting or Special Meeting
to order and shall act as chairperson of the meeting, and the Secretary of the
corporation shall act as secretary of all meetings of the shareholders, but, in
the absence of the Secretary, the presiding officer may appoint any other person
to act as secretary of the meeting.

     2.10. Proxies. At any Annual Meeting or Special Meeting, a shareholder may
vote his or her shares in person or by proxy. A shareholder may appoint a proxy
to vote or otherwise act for the shareholder by signing an appointment form,
either personally or by his or her attorney-in-fact. An appointment of a proxy
is effective when received by the Secretary or other officer or agent of the
corporation authorized to tabulate votes. An appointment is

                                       7
<PAGE>

valid for eleven months from the date of its signing unless a different period
is expressly provided in the appointment form.

     2.11. Voting of Shares. Except as provided in the articles of incorporation
or in the Wisconsin Business Corporation Law, each outstanding share of Common
Stock is entitled to one (1) vote, and each outstanding share of Class B Common
Stock shall be entitled to ten (10) votes, upon each matter voted on at an
Annual Meeting or Special Meeting.

     2.12. Action without Meeting. Any action required or permitted by the
articles of incorporation or these bylaws or any provision of the Wisconsin
Business Corporation Law to be taken at an Annual Meeting or Special Meeting may
be taken without a meeting of Directors if a written consent or consents,
describing the action so taken, is signed by all of the shareholders entitled to
vote with respect to the subject matter thereof and delivered to the corporation
for inclusion in the corporate records.

     2.13. Acceptance of Instruments Showing Shareholder Action. If the name
signed on a vote, consent, waiver or proxy appointment corresponds to the name
of a shareholder, the corporation, if acting in good faith, may accept the vote,
consent, waiver or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder, the corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

          (a) The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.

          (b) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation is presented with respect to the vote, consent, waiver or proxy
appointment.

          (c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.

          (d) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the shareholder is presented with respect to the vote, consent, waiver or proxy
appointment.

          (e) Two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.

                                       8
<PAGE>

The corporation may reject a vote, consent, waiver or proxy appointment if the
Secretary or other officer or agent of the corporation who is authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

     2.14. Notice of Shareholder Business and Nomination of Directors.

          (a) Annual Meetings.

                    (i) Nominations of persons for election to the Board of
          Directors of the corporation and the proposal of business to be
          considered by the shareholders may be made at an Annual Meeting (A)
          pursuant to the corporation's notice of meeting, (B) by or at the
          direction of the Board of Directors or (C) by any shareholder of the
          corporation who is a shareholder of record at the time of giving of
          notice provided for in this bylaw and who is entitled to vote at the
          meeting and complies with the notice procedures set forth in this
          Section 2.14.

                    (ii) For nominations or other business to be properly
          brought before an Annual Meeting by a shareholder pursuant to clause
          (C) of paragraph (a)(i) of this Section 2.14, the shareholder must
          have given timely notice thereof in writing to the Secretary of the
          corporation. To be timely, a shareholder's notice shall be received by
          the Secretary of the corporation at the principal offices of the
          corporation not later than the earlier of (A) 45 days in advance of
          the first annual anniversary (the "Anniversary Date") of the date set
          forth in the corporation's proxy statement for the prior year's Annual
          Meeting as the date on which the corporation first mailed definitive
          proxy materials for the prior year's Annual Meeting and (B) the later
          of (x) the 70th day prior to such Annual Meeting and (y) the 10th day
          following the day on which public announcement of the date of such
          meeting is first made. Such shareholder's notice shall be signed by
          the shareholder of record who intends to make the nomination or
          introduce the other business (or his duly authorized proxy or other
          representative), shall bear the date of signature of such shareholder
          (or proxy or other representative) and shall set forth: (A) the name
          and address, as they appear on this corporation's books, of such
          shareholder and the beneficial owner or owners, if any, on whose
          behalf the nomination or proposal is made; (B) the class and number of
          shares of the corporation which are beneficially owned by such
          shareholder or beneficial owner or owners; (C) a representation that
          such shareholder is a holder of record of shares of the corporation
          entitled to vote at such meeting and intends to appear in person or by
          proxy at the meeting to make the nomination or introduce the other
          business specified in the notice; (D) in the case of any proposed
          nomination for election or re-election as a director, (I) the name and
          residence address of the person or persons to be nominated, (II) a
          description of all arrangements or understandings between such
          shareholder or beneficial owner or owners and each nominee and any
          other person or persons (naming such person or persons) pursuant to
          which the nomination is to be made by such shareholder, (III) such
          other information regarding each nominee proposed by such shareholder
          as would be required to be disclosed in solicitations of proxies for
          elections

                                       9
<PAGE>

          of directors, or would be otherwise required to be disclosed, in each
          case pursuant to Regulation 14A under the Exchange Act, including any
          information that would be required to be included in a proxy statement
          filed pursuant to Regulation 14A had the nominee been nominated by the
          Board of Directors and (IV) the written consent of each nominee to be
          named in a proxy statement and to serve as a director of the
          corporation if so elected; and (E) in the case of any other business
          that such shareholder proposes to bring before the meeting, (I) a
          brief description of the business desired to be brought before the
          meeting and, if such business includes a proposal to amend these
          bylaws, the language of the proposed amendment, (II) such
          shareholder's and beneficial owner's or owners' reasons for conducting
          such business at the meeting and (III) any material interest in such
          business of such shareholder and beneficial owner or owners.

                    (iii) Notwithstanding anything in the second sentence of
          paragraph (a)(ii) of this Section 2.14 to the contrary, in the event
          that the number of directors to be elected to the Board of Directors
          of the corporation is increased and there is no public announcement
          naming all of the nominees for director or specifying the size of the
          increased Board of Directors made by the corporation at least 45 days
          prior to the Anniversary Date, a shareholder's notice required by this
          Section 2.14 shall also be considered timely, but only with respect to
          nominees for any new positions created by such increase, if it shall
          be received by the Secretary at the principal offices of the
          corporation not later than the close of business on the 10th day
          following the day on which such public announcement is first made by
          the corporation.

          (b) Special Meetings. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent to
shareholders pursuant to Section 2.04 of these bylaws. Nominations of persons
for election to the Board of Directors may be made at a Special Meeting at which
directors are to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the
corporation who (A) is a shareholder of record at the time of giving of such
notice of meeting, (B) is entitled to vote at the meeting and (C) complies with
the notice procedures set forth in this Section 2.14. Any shareholder desiring
to nominate persons for election to the Board of Directors at such a Special
Meeting shall cause a written notice to be received by the Secretary of the
corporation at the principal offices of the corporation not earlier than ninety
days prior to such Special Meeting and not later than the close of business on
the later of (x) the 60th day prior to such Special Meeting and (y) the 10th day
following the day on which public announcement is first made of the date of such
Special Meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. Such written notice shall be signed by the shareholder
of record who intends to make the nomination (or his duly authorized proxy or
other representative), shall bear the date of signature of such shareholder (or
proxy or other representative) and shall set forth: (A) the name and address, as
they appear on the corporation's books, of such shareholder and the beneficial
owner or owners, if any, on whose behalf the nomination is made; (B) the class
and number of shares of the corporation which are beneficially owned by such
shareholder or beneficial owner or owners; (C) a representation that such
shareholder is a holder of record of shares of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the nomination

                                       10
<PAGE>

specified in the notice; (D) the name and residence address of the person or
persons to be nominated; (E) a description of all arrangements or understandings
between such shareholder or beneficial owner or owners and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination is to be made by such shareholder; (F) such other information
regarding each nominee proposed by such shareholder as would be required to be
disclosed in solicitations of proxies for elections of directors, or would be
otherwise required to be disclosed, in each case pursuant to Regulation 14A
under the Exchange Act, including any information that would be required to be
included in a proxy statement filed pursuant to Regulation 14A had the nominee
been nominated by the Board of Directors; and (G) the written consent of each
nominee to be named in a proxy statement and to serve as a director of the
corporation if so elected.

          (c) General.

                    (i) Only persons who are nominated in accordance with the
          procedures set forth in this Section 2.14 shall be eligible to serve
          as directors. Only such business shall be conducted at an Annual
          Meeting or Special Meeting as shall have been brought before such
          meeting in accordance with the procedures set forth in this Section
          2.14. The chairman of the meeting shall have the power and duty to
          determine whether a nomination or any business proposed to be brought
          before the meeting was made in accordance with the procedures set
          forth in this Section 2.14 and, if any proposed nomination or business
          is not in compliance with this Section 2.14, to declare that such
          defective proposal shall be disregarded.

                    (ii) For purposes of this Section 2.14, "public
          announcement" shall mean disclosure in a press release reported by the
          Dow Jones News Service, Associated Press or comparable national news
          service or in a document publicly filed by the corporation with the
          Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
          of the Exchange Act.

                    (iii) Notwithstanding the foregoing provisions of this
          Section 2.14, a shareholder shall also comply with all applicable
          requirements of the Exchange Act and the rules and regulations
          thereunder with respect to the matters set forth in this Section 2.14.
          Nothing in this Section 2.14 shall be deemed to limit the
          corporation's obligation to include shareholder proposals in its proxy
          statement if such inclusion is required by Rule 14a-8 under the
          Exchange Act.

                        ARTICLE III. BOARD OF DIRECTORS

     3.01. General Powers and Number. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation
managed under the direction of, the Board of Directors. The number of directors
constituting the Board of Directors of the corporation shall initially be seven
(7) and thereafter such number as is fixed from time to time by a majority vote
of the Board of Directors then in office.

                                       11
<PAGE>

     3.015. Directors Emeritus. Any person who has reached sixty-five (65) years
of age and has served as a director of the corporation, including service as a
director of any corporation with which the corporation is affiliated through
common stock ownership, for at least ten years, or as an officer and director of
the corporation for at least ten years, may, after retirement or resignation
from the Board of Directors, be appointed by the Board of Directors as a
Director Emeritus to serve until he or she resigns or his or her appointment is
terminated by resolution adopted by a majority of the entire Board of Directors.
Directors Emeritus shall serve in an advisory capacity to the Board of
Directors, shall be entitled to attend meetings of the Board of Directors, shall
be reimbursed for their expenses in attending meetings of the Board of
Directors, and shall receive the same fees and compensation paid to directors.
Directors Emeritus shall have no vote on matters brought before the Board of
Directors and shall not be considered as directors under the Articles of
Incorporation or Bylaws of the corporation; provided, however, that Directors
Emeritus shall be entitled to the liability limitations accorded directors set
forth in Section 180.0828 of the Wisconsin Business Corporation Law and the
indemnification and expense reimbursement provisions accorded directors under
Article VIII of these bylaws, as if such Directors Emeritus were, for such
purposes only, directors of the corporation.

     3.02. Tenure and Qualifications. Each director shall hold office until the
next annual meeting of shareholders and until his or her successor shall have
been elected and, if necessary, qualified, or until there is a decrease in the
number of directors which takes effect after the expiration of his or her term,
or until his or her prior death, resignation or removal. A director may be
removed by the shareholders only at a meeting called for the purpose of removing
the director, and the meeting notice shall state that the purpose, or one of the
purposes, of the meeting is removal of the director. A director may be removed
from office with or without cause if the number of votes cast to remove the
director exceeds the number of votes cast not to remove such director. A
director may resign at any time by delivering written notice which complies with
the Wisconsin Business Corporation Law to the Board of Directors, to the
President (in his or her capacity as chairperson of the board of directors) or
to the corporation. A director's resignation is effective when the notice is
delivered unless the notice specifies a later effective date. Directors need not
be residents of the State of Wisconsin or shareholders of the corporation. The
mandatory retirement of a director, who is not otherwise also serving as an
officer of the corporation, from the Board of Directors shall take effect at the
conclusion of the annual meeting of the shareholders next following the date on
which said director attains the age of seventy-two (72) years. No person, other
than a person who is then serving as an officer of the corporation, shall be
eligible for election to the office of director after he or she shall have
attained the age of seventy-two (72) years. In either case above, with respect
to existing directors of the corporation as of September 28, 1995, the foregoing
two sentences shall not take effect until immediately prior to the corporation's
1997 annual meeting of shareholders, unless any such director voluntarily
retires from the Board of Directors prior to such time.

     3.03. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this bylaw immediately after the annual
meeting of shareholders and each adjourned session thereof. The place of such
regular meeting shall be the same as the

                                       12
<PAGE>

place of the meeting of shareholders which precedes it, or such other suitable
place as may be announced at such meeting of shareholders. The Board of
Directors may provide, by resolution, the date, time and place, either within or
without the State of Wisconsin, for the holding of additional regular meetings
of the Board of Directors without other notice than such resolution.

     3.04. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chief Executive Officer, the Chairman of the
Board, the President, the Secretary or any two directors. The President or
Secretary may fix any place, either within or without the State of Wisconsin, as
the place for holding any special meeting of the Board of Directors, and if no
other place is fixed the place of the meeting shall be the principal office of
the corporation in the State of Wisconsin.

     3.05. Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered in person, by telegraph, teletype, facsimile or other
form of wire or wireless communication, or by mail or private carrier, to each
director at his business address or at such other address as such director shall
have designated in writing filed with the Secretary, in each case not less than
forty-eight (48) hours prior to the meeting. The notice need not describe the
purpose of the meeting of the Board of Directors or the business to be
transacted at such meeting. If mailed, such notice shall be deemed to be
effective when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice is given by telegram, such notice shall be deemed to
be effective when the telegram is delivered to the telegraph company. If notice
is given by private carrier, such notice shall be deemed to be effective when
delivered to the private carrier. Whenever any notice whatever is required to be
given to any director of the corporation under the articles of incorporation or
these bylaws or any provision of the Wisconsin Business Corporation Law, a
waiver thereof in writing, signed at any time, whether before or after the date
and time of meeting, by the director entitled to such notice shall be deemed
equivalent to the giving of such notice. The corporation shall retain any such
waiver as part of the permanent corporate records. A director's attendance at or
participation in a meeting waives any required notice to him or her of the
meeting unless the director at the beginning of the meeting or promptly upon his
or her arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.

     3.06. Quorum. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the articles of incorporation or these bylaws, a majority
of the number of directors specified in Section 3.01 of these bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors. Except as otherwise provided by the Wisconsin Business Corporation
Law or by the articles of incorporation or by these bylaws, a quorum of any
committee of the Board of Directors created pursuant to Section 3.12 hereof
shall consist of a majority of the number of directors appointed to serve on the
committee. A majority of the directors present (though less than such quorum)
may adjourn any meeting of the Board of Directors or any committee thereof, as
the case may be, from time to time without further notice.

                                       13
<PAGE>

     3.07. Manner of Acting. The affirmative vote of a majority of the directors
present at a meeting of the Board of Directors or a committee thereof at which a
quorum is present shall be the act of the Board of Directors or such committee,
as the case may be, unless the Wisconsin Business Corporation Law, the articles
of incorporation or these bylaws require the vote of a greater number of
directors.

     3.08. Conduct of Meetings. The Chief Executive Officer, and in his or her
absence, the Chairman of the Board or the President, as the case may be, and in
their absence, a Vice President, in the order provided under Section 4.09, and
in their absence, any director chosen by the directors present, shall call
meetings of the Board of Directors to order and shall act as chairperson of the
meeting. The Secretary of the corporation shall act as secretary of all meetings
of the Board of Directors but in the absence of the Secretary, the presiding
officer may appoint any other person present to act as secretary of the meeting.
Minutes of any regular or special meeting of the Board of Directors shall be
prepared and distributed to each director.

     3.09. Vacancies. Except as provided below, any vacancy occurring in the
Board of Directors, including a vacancy resulting from an increase in the number
of directors, may be filled by any of the following: (a) the shareholders; (b)
the Board of Directors; or (c) if the directors remaining in office constitute
fewer than a quorum of the Board of Directors, the directors, by the affirmative
vote of a majority of all directors remaining in office. In the case of a
vacancy created by the removal of a director by vote of the shareholders, the
shareholders shall have the right to fill such vacancy at the same meeting or
any adjournment thereof. If the vacant office was held by a director elected by
a voting group of shareholders, only the holders of shares of that voting group
may vote to fill the vacancy if it is filled by the shareholders, and only the
remaining directors elected by that voting group may vote to fill the vacancy if
it is filled by the directors. A vacancy that will occur at a specific later
date, because of a resignation effective at a later date or otherwise, may be
filled before the vacancy occurs, but the new director may not take office until
the vacancy occurs.

     3.10. Compensation. The Board of Directors, irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors or may delegate such
authority to an appropriate committee. The Board of Directors also shall have
authority to provide for or delegate authority to an appropriate committee to
provide for reasonable pensions, disability or death benefits, and other
benefits or payments, to directors, officers and employees and to their estates,
families, dependents or beneficiaries on account of prior services rendered by
such directors, officers and employees to the corporation.

     3.11. Presumption of Assent. A director who is present and is announced as
present at a meeting of the Board of Directors or any committee thereof created
in accordance with Section 3.12 hereof, when corporate action is taken, assents
to the action taken unless any of the following occurs: (a) the director objects
at the beginning of the meeting or promptly upon his or her arrival to holding
the meeting or transacting business at the meeting; (b) the director dissents or
abstains from an action taken and minutes of the meeting are prepared that show
the

                                       14
<PAGE>

director's dissent or abstention from the action taken; (c) the director
delivers written notice that complies with the Wisconsin Business Corporation
Law of his or her dissent or abstention to the presiding officer of the meeting
before its adjournment or to the corporation immediately after adjournment of
the meeting; or (d) the director dissents or abstains from an action taken,
minutes of the meeting are prepared that fail to show the director's dissent or
abstention from the action taken, and the director delivers to the corporation a
written notice of that failure that complies with the Wisconsin Business
Corporation Law promptly after receiving the minutes. Such right of dissent or
abstention shall not apply to a director who votes in favor of the action taken.

     3.12. Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of all of the directors then in office may create
one or more committees, appoint members of the Board of Directors to serve on
the committees and designate other members of the Board of Directors to serve as
alternates. Each committee shall have two or more members who shall, unless
otherwise provided by the Board of Directors, serve at the pleasure of the Board
of Directors. A committee may be authorized to exercise the authority of the
Board of Directors, except that a committee may not do any of the following: (a)
authorize distributions; (b) approve or propose to shareholders action that the
Wisconsin Business Corporation Law requires to be approved by shareholders; (c)
fill vacancies on the Board of Directors or, unless the Board of Directors
provides by resolution that vacancies on a committee shall be filled by the
affirmative vote of the remaining committee members, on any Board committee; (d)
amend the corporation's articles of incorporation; (e) adopt, amend or repeal
bylaws; (f) approve a plan of merger not requiring shareholder approval; (g)
authorize or approve reacquisition of shares, except according to a formula or
method prescribed by the Board of Directors; and (h) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee to do so within
limits prescribed by the Board of Directors. Unless otherwise provided by the
Board of Directors in creating the committee, a committee may employ counsel,
accountants and other consultants to assist it in the exercise of its authority.

     3.13. Telephonic Meetings. Except as herein provided and notwithstanding
any place set forth in the notice of the meeting or these bylaws, members of the
Board of Directors (and any committees thereof created pursuant to Section 3.12
hereof) may participate in regular or special meetings by, or through the use
of, any means of communication by which all participants may simultaneously hear
each other, such as by conference telephone. If a meeting is conducted by such
means, then at the commencement of such meeting the presiding officer shall
inform the participating directors that a meeting is taking place at which
official business may be transacted. Any participant in a meeting by such means
shall be deemed present in person at such meeting. Notwithstanding the
foregoing, no action may be taken at any meeting held by such means on any
particular matter which the presiding officer determines, in his or her sole
discretion, to be inappropriate under the circumstances for action at a meeting
held by such means. Such determination shall be made and announced in advance of
such meeting.

                                       15
<PAGE>

     3.14. Action Without Meeting. Any action required or permitted by the
Wisconsin Business Corporation Law to be taken at a meeting of the Board of
Directors or a committee thereof created pursuant to Section 3.12 hereof may be
taken without a meeting if the action is taken by all members of the Board or of
the committee. The action shall be evidenced by one or more written consents
describing the action taken, signed by each director or committee member and
retained by the corporation. Such action shall be effective when the last
director or committee member signs the consent, unless the consent specifies a
different effective date.

                              ARTICLE IV. OFFICERS

     4.01. Number. The principal officers of the corporation shall be a
President, a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. A Chairman of the Board, any number of Vice Presidents,
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the Board of Directors. The Board of Directors may also
authorize any duly appointed officer to appoint one or more officers or
assistant officers. The Chief Executive Officer, designated in accordance with
Section 4.06 of these By-laws, may from time to time appoint any number of Vice
Presidents as he shall determine necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as the Chief
Executive Officer shall from time to time determine. Any two or more offices may
be held by the same person.

     4.02. Election and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as is practicable.
Each officer shall hold office until his or her successor shall have been duly
elected or until his or her prior death, resignation or removal.

     4.03. Removal. The Board of Directors may remove any officer and, unless
restricted by the Board of Directors or these By-laws, an officer may remove any
officer or assistant officer appointed by that officer, at any time, with or
without cause and notwithstanding the contract rights, if any, of the officer
removed. The appointment of an officer does not of itself create contract
rights.

     4.04. Resignation. An officer may resign at any time by delivering notice
to the corporation that complies with the Wisconsin Business Corporation Law.
The resignation shall be effective when the notice is delivered, unless the
notice specifies a later effective date and the corporation accepts the later
effective date.

     4.05. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term. If a resignation of an
officer is effective at a later date as contemplated by Section 4.04 hereof, the
Board of Directors may fill the pending vacancy before the effective date if the
Board provides that the successor may not take office until the effective date.

                                       16
<PAGE>

     4.06. Chief Executive Officer. The Board of Directors shall from time to
time designate the Chairman of the Board, if any, or the President of the
corporation as the Chief Executive Officer of the corporation. The President
shall be the Chief Executive Officer whenever the office of Chairman of the
Board of the corporation is vacant. Subject to the control of the Board of
Directors, the Chief Executive Officer shall in general supervise and control
all of the business and affairs of the corporation. He shall preside at all
meetings of the shareholders and of the Board of Directors. He shall have
authority, subject to such rules as may be prescribed by the Board of Directors,
to appoint and remove such agents and employees of the corporation as he shall
deem necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. He shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, securities,
contracts, leases, reports, and all other documents or other instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by resolution of the Board of Directors;
and, except as otherwise provided by law or the Board of Directors, he may
authorize any elected Vice President or other officer or agent of the
corporation to sign, execute and acknowledge such documents or instruments in
his place and stead. In general, he shall perform all duties incident to the
office of Chief Executive Officer of the corporation and such other duties as
may be prescribed by the Board of Directors from time to time.

     4.07. Chairman of the Board. The Chairman of the Board, if one be chosen by
the Board of Directors, when present, and in the absence of the Chief Executive
Officer if the President is designated as the Chief Executive Officer, shall
preside at all meetings of the Board of Directors and of the shareholders and
shall perform all duties incident to the office of Chairman of the Board of the
corporation and such other duties as may be prescribed by the Board of Directors
from time to time.

     4.08. President. The President shall be the principal executive officer of
the corporation and, subject to the direction of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation; provided, however, that should the Board of Directors elect a
Chairman of the Board, any or all of the powers customarily incidental to the
office of President may be assigned by the Board of Directors to the Chairman of
the Board. If the Chairman of the Board is designated as the Chief Executive
Officer, the President shall be the chief operating officer of the corporation.
Unless the Board of Directors otherwise provides, in the absence of the Chairman
of the Board or in the event of his inability or refusal to act, or in the event
of a vacancy in the office of the Chairman of the Board, the President shall
perform the duties of the Chairman of the Board, and when so acting shall have
all the powers of and be subject to all the restrictions upon the Chairman of
the Board. The President shall, when present, preside at all meetings of the
shareholders and of the Board of Directors. He or she shall have authority,
subject to such rules as may be prescribed by the Board of Directors, to appoint
such agents and employees of the corporation as he or she shall deem necessary,
to prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents and employees shall hold office at the discretion of the
President. He or she shall have authority to sign, execute and acknowledge, on
behalf of the corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the corporation's regular

                                       17
<PAGE>

business, or which shall be authorized by resolution of the Board of Directors;
and, except as otherwise provided by law or the Board of Directors, he or she
may authorize any Vice President or other officer or agent of the corporation to
sign, execute and acknowledge such documents or instruments in his or her place
and stead. In general he or she shall perform all duties incident to the office
of President and such other duties as may be prescribed by the Board of
Directors from time to time.

     4.09. The Vice Presidents. In the absence of the Chairman of the Board, if
any, and the President or in the event of their death, inability or refusal to
act, or in the event for any reason it shall be impracticable for the Chairman
of the Board and the President to act personally, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated by the Board of Directors or the Chief Executive Officer, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the Chairman of the Board and/or the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Chairman of the Board and/or the President. Any Vice President may sign,
with the Secretary or Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to him or her by the Chief Executive
Officer, the President or the Board of Directors. The execution of any
instrument of the corporation by any Vice President shall be conclusive
evidence, as to third parties, of his or her authority to act in the stead of
the Chairman of the Board and/or the President.

     4.10. The Secretary. The Secretary shall: (a) keep minutes of the meetings
of the shareholders and of the Board of Directors (and of committees thereof) in
one or more books provided for that purpose (including records of actions taken
by the shareholders or the Board of Directors (or committees thereof) without a
meeting); (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by the Wisconsin Business Corporation
Law; (c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all documents
the execution of which on behalf of the corporation under its seal is duly
authorized; (d) maintain a record of the shareholders of the corporation, in a
form that permits preparation of a list of the names and addresses of all
shareholders, by class or series of shares and showing the number and class or
series of shares held by each shareholder; (e) sign with the President, or a
Vice President, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and have such
other duties and exercise such authority as from time to time may be delegated
or assigned by the Chief Executive Officer, the President or by the Board of
Directors.

     4.11. The Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) maintain
appropriate accounting records; (c) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Section
5.04; and (d) in general perform all of the duties incident to the office of
Treasurer and

                                       18
<PAGE>

have such other duties and exercise such other authority as from time to time
may be delegated or assigned by the Chief Executive Officer or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

     4.12. Assistant Secretaries and Assistant Treasurers. There shall be such
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors or the Chief Executive Officer may from time to time authorize. The
Assistant Secretaries may sign with the President or a Vice President
certificates for shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Treasurers
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties and have such authority as
shall from time to time be delegated or assigned to them by the Secretary or the
Treasurer, respectively, or by the Chief Executive Officer, the President or the
Board of Directors.

     4.13. Other Assistants and Acting Officers. The Board of Directors and the
Chief Executive Officer shall have the power to appoint, or to authorize any
duly appointed officer of the corporation to appoint, any person to act as
assistant to any officer, or as agent for the corporation in his or her stead,
or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or acting
officer or other agent so appointed by the Board of Directors or the Chief
Executive Officer shall have the power to perform all the duties of the office
to which he or she is so appointed to be an assistant, or as to which he or she
is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors or the appointing officer.

     4.14. Salaries. The salaries of the principal officers shall be fixed from
time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a director of the corporation.

                          ARTICLE V. CONTRACTS, LOANS,
                   CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

     5.01. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the Chief Executive Officer, the President or one of the Vice Presidents and
by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer; the Secretary or an Assistant Secretary, when necessary or required,
shall affix the corporate seal, if any, thereto; and when so executed no other
party to such instrument or any third party shall be required to make any
inquiry into the authority of the signing officer or officers.

                                       19
<PAGE>

     5.02. Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

     5.03. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

     5.04. Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

     5.05. Voting of Securities Owned by this Corporation. Subject always to the
specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he or she be present, or in
his or her absence by any Vice President of this corporation who may be present,
and (b) whenever, in the judgment of the President, or in his or her absence, of
any Vice President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the President or one of the Vice
Presidents of this corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal, if any, or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

            ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES

     6.01. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with the Wisconsin Business
Corporation Law, as shall be determined by the Board of Directors. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except as
provided in Section 6.06 hereof.

                                       20
<PAGE>

     6.02. Facsimile Signatures and Seal. The seal of the corporation, if any,
on any certificates for shares may be a facsimile. The signature of the
President or Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent, or a registrar, other than the corporation itself or an
employee of the corporation.

     6.03. Signature by Former Officers. The validity of a share certificate is
not affected if a person who signed the certificate (either manually or in
facsimile) no longer holds office when the certificate is issued.

     6.04. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that such endorsements are genuine and effective and compliance with
such other regulations as may be prescribed by or under the authority of the
Board of Directors.

     6.05. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

     6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims that
certificates for shares have been lost, destroyed or wrongfully taken, a new
certificate shall be issued in place thereof if the owner (a) so requests before
the corporation has notice that such shares have been acquired by a bona fide
purchaser, (b) files with the corporation a sufficient indemnity bond if
required by the Board of Directors or any principal officer, and (c) satisfies
such other reasonable requirements as may be prescribed by or under the
authority of the Board of Directors.

     6.07. Consideration for Shares. The Board of Directors may authorize shares
to be issued for consideration consisting of any tangible or intangible property
or benefit to the corporation, including cash, promissory notes, services
performed, contracts for services to be performed or other securities of the
corporation. Before the corporation issues shares, the Board of Directors shall
determine that the consideration received or to be received for the shares to be
issued is adequate. The determination of the Board of Directors is conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid and nonassessable. The
corporation may place in escrow shares issued in whole or in part for a contract
for future services or benefits, a promissory note, or other property to be
issued in the future, or make other arrangements to restrict the transfer of the
shares, and may credit distributions in respect of the shares against their
purchase price,

                                       21
<PAGE>

until the services are performed, the benefits or property are received or the
promissory note is paid. If the services are not performed, the benefits or
property are not received or the promissory note is not paid, the corporation
may cancel, in whole or in part, the shares escrowed or restricted and the
distributions credited.

     6.08. Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
law as it may deem expedient concerning the issue, transfer and registration of
shares of the corporation.

                               ARTICLE VII. SEAL

     7.01. The Board of Directors may provide for a corporate seal for the
corporation.

                         ARTICLE VIII. INDEMNIFICATION

     8.01. Certain Definitions. All capitalized terms used in this Article VIII
and not otherwise hereinafter defined in this Section 8.01 shall have the
meaning set forth in Section 180.0850 of the Statute. The following capitalized
terms (including any plural forms thereof) used in this Article VIII shall be
defined as follows:

          (a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise
that directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Corporation.

          (b) "Authority" shall mean the entity selected by the Director or
Officer to determine his or her right to indemnification pursuant to Section
8.04.

          (c) "Board" shall mean the entire elected and serving Board of
Directors of the corporation, including all Directors Emeritus and all members
of the Board of Directors of the corporation and Directors Emeritus who are
Parties to the subject Proceeding or any related Proceeding.

          (d) "Breach of Duty" shall mean the Director or Officer breached or
failed to perform his or her duties to the Corporation and his or her breach of
or failure to perform those duties is determined, in accordance with Section
8.04, to constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4 of the
Statute.

          (e) "Corporation," as used herein and as defined in the Statute and
incorporated by reference into the definitions of certain other capitalized
terms used herein, shall mean this Corporation, including, without limitation,
any successor corporation or entity to this Corporation by way of merger,
consolidation or acquisition of all or substantially all of the capital stock or
assets of this Corporation.

          (f) "Director" or "Officer" shall have the meaning set forth in the
Statute and shall also include all Directors Emeritus for purposes of the
definition of `Director' under

                                       22
<PAGE>

this Article VIII; provided, that, for purposes of this Article VIII, it shall
be conclusively presumed that any Director or Officer serving as a director,
officer, partner, trustee, member of any governing or decision-making committee,
employee or agent of an Affiliate shall be so serving at the request of the
corporation."

          (g) "Disinterested Quorum" shall mean a quorum of the Board who are
not Parties to the subject Proceeding or any related Proceeding.

          (h) "Party" shall have the meaning set forth in the Statute; provided,
that, for purposes of this Article VIII, the term "Party" shall also include any
Director or Officer or employee of the Corporation who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.

          (i) "Proceeding" shall have the meaning set forth in the Statute;
provided, that, in accordance with Section 180.0859 of the Statute and for
purposes of this Article VIII, the term "Proceeding" shall also include all
Proceedings (i) brought under (in whole or in part) the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, their respective
state counterparts, and/or any rule or regulation promulgated under any of the
foregoing; (ii) brought before an Authority or otherwise to enforce rights
hereunder; (iii) any appeal from a Proceeding; and (iv) any Proceeding in which
the Director or Officer is a plaintiff or petitioner because he or she is a
Director or Officer; provided, however, that any such Proceeding under this
subsection (iv) must be authorized by a majority vote of a Disinterested Quorum.

          (j) "Statute" shall mean Sections 180.0850 through 180.0859,
inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes, as the same shall then be in effect, including any
amendments thereto, but, in the case of any such amendment, only to the extent
such amendment permits or requires the Corporation to provide broader
indemnification rights than the Statute permitted or required the Corporation to
provide prior to such amendment.

     8.02. Mandatory Indemnification of Directors and Officers. To the fullest
extent permitted or required by the Statute, the Corporation shall indemnify a
Director or Officer against all Liabilities incurred by or on behalf of such
Director or Officer in connection with a Proceeding in which the Director or
Officer is a Party because he or she is a Director or Officer.

     8.03. Procedural Requirements.

          (a) A Director or Officer who seeks indemnification under Section 8.02
shall make a written request therefor to the Corporation. Subject to Section
8.03(b), within sixty days of the Corporation's receipt of such request, the
Corporation shall pay or reimburse the Director or Officer for the entire amount
of Liabilities incurred by the Director or Officer in connection with the
subject Proceeding (net of any Expenses previously advanced pursuant to Section
8.05).

                                       23
<PAGE>

          (b) No indemnification shall be required to be paid by the Corporation
pursuant to Section 8.02 if, within such sixty-day period, (i) a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty
or (ii) a Disinterested Quorum cannot be obtained.

          (c) In either case of nonpayment pursuant to Section 8.03(b), the
Board shall immediately authorize by resolution that an Authority, as provided
in Section 8.04, determine whether the Director's or Officer's conduct
constituted a Breach of Duty and, therefore, whether indemnification should be
denied hereunder.

          (d) (i) If the Board does not authorize an Authority to determine the
Director's or Officer's right to indemnification hereunder within such sixty-day
period and/or (ii) if indemnification of the requested amount of Liabilities is
paid by the Corporation, then it shall be conclusively presumed for all purposes
that a Disinterested Quorum has affirmatively determined that the Director or
Officer did not engage in misconduct constituting a Breach of Duty and, in the
case of subsection (i) above (but not subsection (ii)), indemnification by the
Corporation of the requested amount of Liabilities shall be paid to the Director
or Officer immediately.

     8.04. Determination of Indemnification.

          (a) If the Board authorizes an Authority to determine a Director's or
Officer's right to indemnification pursuant to Section 8.03, then the Director
or Officer requesting indemnification shall have the absolute discretionary
authority to select one of the following as such Authority:

                    (i) An independent legal counsel; provided, that such
          counsel shall be mutually selected by such Director or Officer and by
          a majority vote of a Disinterested Quorum or, if a Disinterested
          Quorum cannot be obtained, then by a majority vote of the Board;

                    (ii) A panel of three arbitrators selected from the panels
          of arbitrators of the American Arbitration Association in Wisconsin;
          provided, that (A) one arbitrator shall be selected by such Director
          or Officer, the second arbitrator shall be selected by a majority vote
          of a Disinterested Quorum or, if a Disinterested Quorum cannot be
          obtained, then by a majority vote of the Board, and the third
          arbitrator shall be selected by the two previously selected
          arbitrators, and (B) in all other respects (other than this Article
          VIII), such panel shall be governed by the American Arbitration
          Association's then existing Commercial Arbitration Rules; or

                    (iii) A court pursuant to and in accordance with Section
          180.0854 of the Statute.

          (b) In any such determination by the selected Authority there shall
exist a rebuttable presumption that the Director's or Officer's conduct did not
constitute a Breach of

                                       24
<PAGE>

Duty and that indemnification against the requested amount of Liabilities is
required. The burden of rebutting such a presumption by clear and convincing
evidence shall be on the Corporation or such other party asserting that such
indemnification should not be allowed.

          (c) The Authority shall make its determination within sixty days of
being selected and shall submit a written opinion of its conclusion
simultaneously to both the Corporation and the Director or Officer.

          (d) If the Authority determines that indemnification is required
hereunder, the Corporation shall pay the entire requested amount of Liabilities
(net of any Expenses previously advanced pursuant to Section 8.05), including
interest thereon at a reasonable rate, as determined by the Authority, within
ten days of receipt of the Authority's opinion; provided, that, if it is
determined by the Authority that a Director or Officer is entitled to
indemnification against Liabilities' incurred in connection with some claims,
issues or matters, but not as to other claims, issues or matters, involved in
the subject Proceeding, the Corporation shall be required to pay (as set forth
above) only the amount of such requested Liabilities as the Authority shall deem
appropriate in light of all of the circumstances of such Proceeding.

          (e) The determination by the Authority that indemnification is
required hereunder shall be binding upon the Corporation regardless of any prior
determination that the Director or Officer engaged in a Breach of Duty.

          (f) All Expenses incurred in the determination process under this
Section 8.04 by either the Corporation or the Director or Officer, including,
without limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.

     8.05. Mandatory Allowance of Expenses.

          (a) The Corporation shall pay or reimburse from time to time or at any
time, within ten days after the receipt of the Director's or Officer's written
request therefor, the reasonable Expenses of the Director or Officer as such
Expenses are incurred; provided, the following conditions are satisfied:

                    (i) The Director or Officer furnishes to the Corporation an
          executed written certificate affirming his or her good faith belief
          that he or she has not engaged in misconduct which constitutes a
          Breach of Duty; and

                    (ii) The Director or Officer furnishes to the Corporation an
          unsecured executed written agreement to repay any advances made under
          this Section 8.05 if it is ultimately determined by an Authority that
          he or she is not entitled to be indemnified by the Corporation for
          such Expenses pursuant to Section 8.04.

          (b) If the Director or Officer must repay any previously advanced
Expenses pursuant to this Section 8.05, such Director or Officer shall not be
required to pay interest on such amounts.

                                       25
<PAGE>

     8.06. Indemnification and Allowance of Expenses of Certain Others.

          (a) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify a director or
officer of an Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if such
director or officer incurred such Liabilities because he or she was a Director
or Officer, if such director or officer is a Party thereto because he or she is
or was a director or officer of the Affiliate.

          (b) The Corporation shall indemnify an employee who is not a Director
or Officer, to the extent he or she has been successful on the merits or
otherwise in defense of a Proceeding, for all reasonable Expenses incurred in
the Proceeding if the employee was a Party because he or she was an employee of
the Corporation.

          (c) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section 8.06(b) hereof) against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her duties
as such and who is not otherwise a Director or Officer.

     8.07. Insurance. The Corporation may purchase and maintain insurance on
behalf of a Director or Officer or any individual who is or was an employee or
authorized agent of the Corporation against any Liability asserted against or
incurred by such individual in his or her capacity as such or arising from his
or her status as such, regardless of whether the Corporation is required or
permitted to indemnify against any such Liability under this Article VIII.

     8.08. Notice to the Corporation. A Director, Officer or employee shall
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director, Officer or
employee hereunder unless the Corporation shall have been irreparably prejudiced
by such failure (as determined, in the case of Directors or Officers only, by an
Authority selected pursuant to Section 8.04(a)).

     8.09. Severability. If any provision of this Article VIII shall be deemed
invalid or inoperative, or if a court of competent jurisdiction determines that
any of the provisions of this Article VIII contravene public policy, this
Article VIII shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action or deed by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Statute.

                                       26
<PAGE>

     8.10. Nonexclusivity of Article VIII. The rights of a Director, Officer or
employee (or any other person) granted under this Article VIII shall not be
deemed exclusive of any other rights to indemnification against Liabilities or
allowance of Expenses which the Director, Officer or employee (or such other
person) may be entitled to under any written agreement, Board resolution, vote
of shareholders of the Corporation or otherwise, including, without limitation,
under the Statute. Nothing contained in this Article VIII shall be deemed to
limit the Corporation's obligations to indemnify against Liabilities or allow
Expenses to a Director, Officer or employee under the Statute.

     8.11. Contractual Nature of Article VIII; Repeal or Limitation of Rights.
This Article VIII shall be deemed to be a contract between the Corporation and
each Director, Officer and employee of the Corporation and any repeal or other
limitation of this Article VIII or any repeal or limitation of the Statute or
any other applicable law shall not limit any rights of indemnification against
Liabilities or allowance of Expenses then existing or arising out of events,
acts or omissions occurring prior to such repeal or limitation, including,
without limitation, the right to indemnification against Liabilities or
allowance of Expenses for Proceedings commenced after such repeal or limitation
to enforce this Article VIII with regard to acts, omissions or events arising
prior to such repeal or limitation.

                             ARTICLE IX. AMENDMENTS

     9.01. By Shareholders. These bylaws may be amended or repealed and new
bylaws may be adopted by the shareholders at any annual or special meeting of
the shareholders at which a quorum is in attendance.

     9.02. By Directors. Except as otherwise provided by the Wisconsin Business
Corporation Law or the articles of incorporation, these bylaws may also be
amended or repealed and new bylaws may be adopted by the Board of Directors by
affirmative vote of a majority of the number of directors present at any meeting
at which a quorum is in attendance; provided, however, that the shareholders in
adopting, amending or repealing a particular bylaw may provide therein that the
Board of Directors may not amend, repeal or readopt that bylaw.

     9.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors which would be inconsistent with the
bylaws then in effect but which is taken or authorized by affirmative vote of
not less than the number of shares or the number of directors required to amend
the bylaws so that the bylaws would be consistent with such action shall be
given the same effect as though the bylaws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.

                                       27

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>irm90a.txt
<DESCRIPTION>WRITTEN STATEMENT PURSUANT TO 18 U.S.C. 1350
<TEXT>
                                                                    Exhibit 99.1

                 Written Statement Pursuant to 18 U.S.C. ss.1350

Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned
Chairman of the Board, President and Chief Executive Officer of The Marcus
Corporation (the "Company"), hereby certify, based on my knowledge, that the
Quarterly Report on Form 10-Q of the Company for the quarter ended November 28,
2002 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 and that information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

/s/ Stephen A. Marcus
- --------------------------------------
Stephen A. Marcus
January 13, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>irm90b.txt
<DESCRIPTION>WRITTEN STATEMENT PURSUANT TO 18 U.S.C. 1350
<TEXT>
                                                                    Exhibit 99.2

                 Written Statement Pursuant to 18 U.S.C. ss.1350

Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned
Chief Financial Officer and Treasurer of The Marcus Corporation (the "Company"),
hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of
the Company for the quarter ended November 28, 2002 (the "Report") fully
complies with the requirements of Section 13(a) of the Securities Exchange Act
of 1934 and that information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ Douglas A. Neis
- ----------------------------
Douglas A. Neis
January 13, 2003

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
